SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

Execution Version

SIXTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT

          SIXTH AMENDMENT, dated as of May 30, 2008 to the Credit Agreement referred to below (this “Amendment”), by and among XXXXXX SERVICE GROUP, INC., a New Jersey corporation, as the Borrower (the “Borrower”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, for itself, as Lender, and as Agent for Lenders (in such capacity, the “Agent”) and the other Lenders signatory hereto.

WITNESSETH:

          WHEREAS, the Borrower, the other Credit Parties signatory thereto, Agent, and Lenders signatory thereto are parties to that certain Third Amended and Restated Credit Agreement, dated as of August 29, 2007, as amended on February 1, 2008, as further amended on February 28, 2008, as further amended on April 14, 2008, as further amended on April 28, 2008, and as further amended on May 12, 2008 (including, all annexes, exhibits and schedules thereto, and as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”); and

          WHEREAS, Agent and Lenders have agreed to amend the Credit Agreement in the manner and on the terms and conditions provided for herein.

          NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

          1.      Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Annex A of the Credit Agreement.

          2.      Amendment to Credit Agreement. Annex A of the Credit Agreement is hereby amended as of the date hereof by deleting the language “May 30, 2008” in clause (a) of the definition of “Commitment Termination Date” and substituting in lieu thereof the language “June15, 2008”.

          3.      Payment of Default Rate. The Borrower and the other Credit Parties acknowledge and agree that Agent provided notice to the Borrower that, commencing on January 3, 2008, all outstanding Obligations bore interest at the Default Rate in accordance with Section 1.5(d) of the Credit Agreement through the date hereof, all of which interest shall be due and payable in cash on the Commitment Termination Date; provided, that the Default Rate interest due on the date hereof shall be waived if the Borrower pays in full in cash on the Commitment Termination Date all then outstanding Obligations (including, without limitation, cash collateralizing all outstanding Letters of Credit in accordance with the terms of Section 1.2 and Annex B, clause (c) of the Credit Agreement), together with interest, fees, expenses, attorneys fees and any other charges hereafter accruing through the date of payment, under the Loan Documents; provided, further, that to the extent all outstanding Obligations are not paid in full

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on or prior to the Commitment Termination Date, all outstanding Obligations shall continue to bear interest at the Default Rate until such Obligations are paid in full.

          4.      Representations and Warranties. To induce Agent and Lenders to enter into this Amendment, each of the Borrower and Credit Parties make the following representations and warranties to Agent and Lenders:

                  (a)      The execution, delivery and performance of this Amendment and the performance of the Credit Agreement, as amended by this Amendment (the “Amended Credit Agreement”) by the Borrower and the other Credit Parties: (a) is within such Person’s organizational power; (b) has been duly authorized by all necessary or proper corporate and shareholder action; (c) does not contravene any provision of such Person’s charter or bylaws or equivalent organizational documents; (d) does not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) does not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) does not result in the creation or imposition of any Lien upon any of the property of such Person other than those in favor of Agent pursuant to the Loan Documents; and (g) does not require the consent or approval of any Governmental Authority or any other Person.

                  (b)     This Amendment has been duly executed and delivered by or on behalf of each of the Borrower and the other Credit Parties.

                  (c)     Each of this Amendment and the Amended Credit Agreement constitutes a legal, valid and binding obligation of the Borrower and each of the other Credit Parties party thereto, enforceable against each in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

                  (d)     No Default or Event of Default has occurred and is continuing after giving effect to this Amendment.

                  (e)     No action, claim, lawsuit, demand, investigation or proceeding is now pending or, to the knowledge of any Credit Party, threatened against any Credit Party, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any Governmental Authority, or before any arbitrator or panel of arbitrators, (a) which challenges the Borrower’s or, to the extent applicable, any other Credit Party’s right, power, or competence to enter into this Amendment or perform any of their respective obligations under this Amendment, the Amended Credit Agreement or any other Loan Document, or the validity or enforceability of this Amendment, the Amended Credit Agreement or any other Loan Document or any action taken under this Amendment, the Amended Credit Agreement or any other Loan Document or (b) which if determined adversely, is reasonably likely to have or result in a Material Adverse Effect. To the knowledge of Holdings or Borrower, there does not exist a state of facts which is reasonably likely to give rise to such proceedings.

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                  (f)     The representations and warranties of the Borrower and the other Credit Parties contained in the Credit Agreement and each other Loan Document shall be true and correct on and as of the date hereof with the same effect as if such representations and warranties had been made on and as of such date, except that any such representation or warranty which is expressly made only as of a specified date need be true only as of such date.

          5.      No Other Amendments/Waivers. Except as expressly amended herein, the Credit Agreement and the other Loan Documents shall be unmodified and shall continue to be in full force and effect in accordance with their terms. In addition, this Amendment shall not be deemed a waiver of any term or condition of any Loan Document and shall not be deemed to prejudice any right or rights which Agent, for itself and Lenders, may now have or may have in the future under or in connection with any Loan Document or any of the instruments or agreements referred to therein, as the same may be amended from time to time.

          6.      Outstanding Indebtedness; Waiver of Claims. Each of the Borrower and the other Credit Parties hereby acknowledges and agrees that as of May 30, 2008, the aggregate outstanding principal amount of the Revolving Loan is $37,297,628.74 and the aggregate outstanding Letters of Credit Obligations is $3,395,845.80, and that such principal amounts are payable pursuant to the Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. The Borrower and each other Credit Party hereby waives, releases, remises and forever discharges Agent, Lenders and each other Indemnified Person from any and all claims, suits, actions, investigations, proceedings or demands arising out of or in connection with the Credit Agreement (collectively, “Claims”), whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which the Borrower or any other Credit Party ever had, now has or might hereafter have against Agent or Lenders which relates, directly or indirectly, to any acts or omissions of Agent, Lenders or any other Indemnified Person on or prior to the date hereof; provided, that neither the Borrower nor any other Credit Party waives any Claim solely to the extent such Claim relates to the Agent’s or any Lender’s gross negligence or willful misconduct.

          7.      Expenses. The Borrower and the other Credit Parties hereby reconfirm their respective obligations pursuant to Sections 1.9 and 11.3 of the Credit Agreement to pay and reimburse Agent, for itself and Lenders, for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and all other documents and instruments delivered in connection herewith.

          8.      Effectiveness. This Amendment shall be deemed effective as of the date hereof only upon satisfaction in full in the judgment of Agent of each of the following conditions:

                  (a)      Amendment. Agent shall have received five (5) original copies of this Amendment duly executed and delivered by Agent, the Lenders, the Borrower and the other Credit Parties.

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                  (b)      Payment of Fees and Expenses. The Borrower shall have paid to Agent all documented costs, fees and expenses owing to Agent (including, without limitation, all reasonable legal fees and expenses).

                  (c)      Representations and Warranties. The representations and warranties of or on behalf of the Borrower and the Credit Parties in this Amendment shall be true and correct on and as of the date hereof, except that any such representation or warranty which is expressly made only as of a specified date need be true only as of such date.

          9.      GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          10.    Counterparts. This Amendment may be executed by the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[SIGNATURE PAGES FOLLOW]

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

	XXXXXX SERVICE GROUP, INC., as Borrower
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Vice President & Treasurer

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	GENERAL ELECTRIC CAPITAL
	CORPORATION, as Agent and Lender
	By:	/s/ Xxxxx X. Xxxxxxx
	Name:		Xxxxx X. Xxxxxxx
		Title: Duly Authorized Signatory

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               The following Persons are signatories to this Amendment in their capacity as Credit Parties and not as the Borrower.

XXXXXX INTERNATIONAL, INC.
XXXXXX SERVICES INTERNATIONAL, INC.
XXXXXX TELECOM, INC.
XXXXXX PUBLISHING, INC.
XXXXXX OF NEW JERSEY REALTY CORP.
XXXXXX SERVICES, INC.
XXXXXX UTILITY SERVICE, INC.

By:	/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President & Treaurer