FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

Exhibit 10(c)

Execution Copy

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), is made and entered into as of October 18, 2004, by and among XXXXXX CORPORATION, a Delaware corporation (the “Borrower”), the Lenders (as defined below) party hereto and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”), as the issuing bank for the letters of credit (the “L/C Issuer”) and as the swingline lender (the “Swingline Lender”).

WITNESSETH:

     WHEREAS, the Borrower, the several banks and other financial institutions from time to time party thereto (collectively, the “Lenders”), and the Administrative Agent are parties to that certain Revolving Credit Agreement, dated as of October 15, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement), pursuant to which the Lenders have made certain financial accommodations available to the Borrower;

     WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement and subject to the terms and conditions hereof, the Lenders are willing to do so;

     NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Borrower, the Lenders and the Administrative Agent agree as follows:

     1. Amendments.

     (a) Section 1.01 of the Credit Agreement is hereby amended by deleting the defined term “Consolidated Tangible Net Worth” in its entirety.

     (b) Section 7.06(a) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

     7.06(a) Intentionally Omitted.

     2. Conditions to Effectiveness of this Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received (i) such fees as the Borrower has previously agreed to pay the Administrative Agent or

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any of its affiliates in connection with this Amendment and (iii) executed counterparts to this Amendment from the Borrower and the Required Lenders.

     3. Representations and Warranties. To induce the Lenders and the Administrative Agent to enter into this Amendment, the Borrower hereby represents and warrants to the Lenders and the Administrative Agent that:

     (a) The execution, delivery and performance by the Borrower of this Amendment (i) are within the Borrower’s power and authority; (ii) have been duly authorized by all necessary corporate and shareholder action; (iii) are not in contravention of any provision of the Borrower’s certificate of incorporation or bylaws or other organizational documents; (iv) do not violate any law or regulation, or any order or decree of any Governmental Authority; (v) do not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any such Subsidiary or any of their respective property is bound; (vi) do not result in the creation or imposition of any Lien upon any of the property of the Borrower or any of its Subsidiaries; and (vii) do not require the consent or approval of any Governmental Authority or any other Person (other than the Required Lenders);

     (b) This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies in general; and

     (c) After giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, and no Default or Event of Default has occurred and is continuing as of the date hereof.

     4. Effect of Amendment. Except as set forth expressly herein, all terms of the Credit Agreement, as amended hereby, and the other Loan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Borrower to the Lenders and the Administrative Agent. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement.

     5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York and all applicable federal laws of the United States of America.

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     6. No Novation. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Credit Agreement or an accord and satisfaction in regard thereto.

     7. Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

     8. Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

     9. Binding Nature. This Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns.

     10. Entire Understanding. This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

[Signature Pages To Follow]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

		XXXXXX CORPORATION, as Borrower*
		By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Chairman, President and Chief Executive Officer
		By:		/s/ Xxxxx X. Xxxx
		Name:		Xxxxx X. Xxxx
		Title:		Senior Vice President & Chief Financial Officer

* The signatures of two authorized officers are required

[SIGNATURE PAGE TO FIRST AMENDMENT]

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		LENDERS:
		SUNTRUST BANK, as Administrative Agent, L/C Issuer and a Lender
		By:		/s/ Xxxxxxx X. Xxxx, III
		Name:		Xxxxxxx X. Xxxx, III
		Title:		Director
		BANK OF AMERICA, N.A., as a Lender
		By:		/s/ Xxxxx XxXxxxx
		Name:		Xxxxx XxXxxxx
		Title:		Managing Director
		THE BANK OF NEW YORK, as a Lender
		By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Vice President
		THE BANK OF NOVA SCOTIA, as a Lender
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Managing Director
		CITIBANK, N.A., as a Lender
		By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Managing Director

[SIGNATURE PAGE TO FIRST AMENDMENT]

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		FLEET NATIONAL BANK, as a Lender
		By:		/s/ Xxxxx XxXxxxx
		Name:		Xxxxx XxXxxxx
		Title:		Managing Director
		HSBC BANK USA, as a Lender
		By:		/s/ Xxx X. Xxxx
		Name:		Xxx X. Xxxx
		Title:		Vice President
		THE NORTHERN TRUST COMPANY, as a Lender
		By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Vice President
		SOCIETE GENERALE, CHICAGO BRANCH, as a Lender
		By:		/s/ Xxxxxxxx X. Xxxxxxx
		Name:		Xxxxxxxx X. Xxxxxxx
		Title:		Vice President
		WACHOVIA BANK, N.A., as a Lender
		By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Director

[SIGNATURE PAGE TO FIRST AMENDMENT]

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