Item 1.01. Entry into a Material Definitive Agreement.

On October 23, 2008, the registrant and certain of its subsidiaries entered into an Amended and Restated Revolving Credit Facility (the "Amended and Restated Revolving Credit Facility") with Bank of America, N.A., a national banking association, individually, as agent, issuer and a lender thereunder, and the other financial institutions party thereto. The Amended and Restated Revolving Credit Facility amends and restates the registrant's Revolving Credit Agreement, dated August 3, 2005, as amended, among Bank of America, N.A., the registrant and its subsidiaries party thereto, to provide for an increase in the facility size and certain other changes.

The Amended and Restated Revolving Credit Facility provides for maximum borrowings of up to $60,000,000 and includes a standby and commercial letter of credit sub-limit of $10,000,000. The Amended and Restated Revolving Credit Facility is scheduled to expire on October 1, 2011 unless earlier terminated by the agent thereunder following an event of default. Borrowings under the Amended and Restated Revolving Credit Facility bear interest, at the registrant's option, at the British Bankers Association LIBOR rate plus 1.75% to 3.25%, or a base rate, plus a margin rate ranging from 0% to 1.0%, which is the higher of
(i) the Federal Funds rate plus 0.5% or (ii) Bank of America, N.A.'s publicly announced prime rate. The margin rates are based on certain leverage ratios, as provided in the facility documents. The registrant is subject to compliance with certain financial covenants set forth in the Amended and Restated Revolving Credit Facility, including a maximum ratio of total funded indebtedness to EBITDA, minimum levels of interest coverage and net worth and limitation on capital expenditures, as defined.

The registrant's and the other borrowers' obligations under the Amended and Restated Revolving Credit Facility are secured by the grant of security interests over substantially all of their respective assets. In addition, certain of the registrant's foreign subsidiaries have, subject to certain limitations, provided guarantees of the borrowers' obligations under the Amended and Restated Revolving Credit Facility.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure in Item 1.01 above is incorporated herein by reference.

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