On March 30, 2009, we reached a definitive agreement with our lenders on the conditions of the grant of a waiver from compliance with certain covenants contained in our Amended and Restated Financing Agreement. Accordingly, on March 30, 2009 we signed the First Amendment to Amended and Restated Financing Agreement (the "First Amendment"), pursuant to which our lenders, The CIT Group and People's United Bank agreed to modify the calculation of the Fixed Charge Coverage Ratio for the fiscal measurement periods ending on or about December 31, 2008, March 31, 2009, June 30, 2009 and September 30, 2009. In calculating the Fixed Charge Coverage Ratio for those periods, we will be allowed to add back to the consolidated EBITDA an amount equal to the non-cash write-down with respect to the "B" grade inventory and the impairment of the corporate building vacated during 2008. The First Amendment also increases the maximum Leverage Ratio for the fiscal quarters ending on or about March 31, 2009 and June 30, 2009 to 2.25 to 1.00 from 2.00 to 1.00. In consideration of the consents and waivers the unused line fee went from .25% to .50% and the existing interest rate pricing grid was changed as follows:

                                           Revolving Credit            Term Loan
                                               Facility
          Previous Rate Formula           Prime or Libor +2%     Prime + .25% or Libor
                                                                        +2.25%
          Amended Rate Formula           Prime + 3% or Libor +  Prime + 3.5% or Libor +
                                                  4%                     4.5%

The foregoing summary description of the Amendment is qualified in its entirety by reference to the First Amendment To Amended and Restated Financing Agreement attached hereto as Exhibit 10.1 and incorporated by reference hereof.

Exhibit Number Description
10.1 First Amendment to Amended and Restated Financing Agreement