<table><tbody><tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif">

<td style="width: 1in; font: 10pt Times New Roman, Times, Serif"></td><td style="width: 0.25in; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman">●</font></td><td style="text-align: justify; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif">We

                                                                                                                                                                                              are

                                                                                                                                                                                              required

                                                                                                                                                                                              to

                                                                                                                                                                                              comply

                                                                                                                                                                                              with

                                                                                                                                                                                              a

                                                                                                                                                                                              number

                                                                                                                                                                                              of

                                                                                                                                                                                              affirmative,

                                                                                                                                                                                              negative

                                                                                                                                                                                              and

                                                                                                                                                                                              financial

                                                                                                                                                                                              covenants.

                                                                                                                                                                                              Among

                                                                                                                                                                                              other

                                                                                                                                                                                              things,

                                                                                                                                                                                              these

                                                                                                                                                                                              covenants

                                                                                                                                                                                              restrict

                                                                                                                                                                                              our

                                                                                                                                                                                              ability

                                                                                                                                                                                              to

                                                                                                                                                                                              pay

                                                                                                                                                                                              dividends,

                                                                                                                                                                                              provide

                                                                                                                                                                                              that

                                                                                                                                                                                              our

                                                                                                                                                                                              debt

                                                                                                                                                                                              service

                                                                                                                                                                                              coverage

                                                                                                                                                                                              ratio

                                                                                                                                                                                              (as

                                                                                                                                                                                              determined

                                                                                                                                                                                              pursuant

                                                                                                                                                                                              to

                                                                                                                                                                                              the

                                                                                                                                                                                              Loan

                                                                                                                                                                                              Agreement)

                                                                                                                                                                                              cannot

                                                                                                                                                                                              be

                                                                                                                                                                                              less

                                                                                                                                                                                              than

                                                                                                                                                                                              1.25

                                                                                                                                                                                              to

                                                                                                                                                                                              1.0

                                                                                                                                                                                              as

                                                                                                                                                                                              of

                                                                                                                                                                                              the

                                                                                                                                                                                              end

                                                                                                                                                                                              of

                                                                                                                                                                                              any

                                                                                                                                                                                              fiscal

                                                                                                                                                                                              year,

                                                                                                                                                                                              and

                                                                                                                                                                                              require

                                                                                                                                                                                              that

                                                                                                                                                                                              we

                                                                                                                                                                                              have

                                                                                                                                                                                              immediately

                                                                                                                                                                                              available

                                                                                                                                                                                              cash

                                                                                                                                                                                              at

                                                                                                                                                                                              all

                                                                                                                                                                                              times,

                                                                                                                                                                                              including

                                                                                                                                                                                              borrowings

                                                                                                                                                                                              under

                                                                                                                                                                                              the

                                                                                                                                                                                              Credit

                                                                                                                                                                                              Facility,

                                                                                                                                                                                              of

                                                                                                                                                                                              at

                                                                                                                                                                                              least

                                                                                                                                                                                              $3

                                                                                                                                                                                              million.

                                                                                                                                                                                              We

                                                                                                                                                                                              were

                                                                                                                                                                                              in

                                                                                                                                                                                              compliance

                                                                                                                                                                                              with

                                                                                                                                                                                              these

                                                                                                                                                                                              covenants

                                                                                                                                                                                              at

                                                                                                                                                                                              September

                                                                                                                                                                                              30,

                                                                                                                                                                                              2013.</font></td></tr></tbody></table>
<table><tbody><tr>
<td></td><td><font>●</font></td><td><font>We

                                                                                                                                                                                              are

                                                                                                                                                                                              required

                                                                                                                                                                                              to

                                                                                                                                                                                              comply

                                                                                                                                                                                              with

                                                                                                                                                                                              a

                                                                                                                                                                                              number

                                                                                                                                                                                              of

                                                                                                                                                                                              affirmative,

                                                                                                                                                                                              negative

                                                                                                                                                                                              and

                                                                                                                                                                                              financial

                                                                                                                                                                                              covenants.

                                                                                                                                                                                              Among

                                                                                                                                                                                              other

                                                                                                                                                                                              things,

                                                                                                                                                                                              these

                                                                                                                                                                                              covenants

                                                                                                                                                                                              restrict

                                                                                                                                                                                              our

                                                                                                                                                                                              ability

                                                                                                                                                                                              to

                                                                                                                                                                                              pay

                                                                                                                                                                                              dividends,

                                                                                                                                                                                              provide

                                                                                                                                                                                              that

                                                                                                                                                                                              our

                                                                                                                                                                                              debt

                                                                                                                                                                                              service

                                                                                                                                                                                              coverage

                                                                                                                                                                                              ratio

                                                                                                                                                                                              (as

                                                                                                                                                                                              determined

                                                                                                                                                                                              pursuant

                                                                                                                                                                                              to

                                                                                                                                                                                              the

                                                                                                                                                                                              Loan

                                                                                                                                                                                              Agreement)

                                                                                                                                                                                              cannot

                                                                                                                                                                                              be

                                                                                                                                                                                              less

                                                                                                                                                                                              than

                                                                                                                                                                                              1.25

                                                                                                                                                                                              to

                                                                                                                                                                                              1.0

                                                                                                                                                                                              as

                                                                                                                                                                                              of

                                                                                                                                                                                              the

                                                                                                                                                                                              end

                                                                                                                                                                                              of

                                                                                                                                                                                              any

                                                                                                                                                                                              fiscal

                                                                                                                                                                                              year,

                                                                                                                                                                                              and

                                                                                                                                                                                              require

                                                                                                                                                                                              that

                                                                                                                                                                                              we

                                                                                                                                                                                              have

                                                                                                                                                                                              immediately

                                                                                                                                                                                              available

                                                                                                                                                                                              cash

                                                                                                                                                                                              at

                                                                                                                                                                                              all

                                                                                                                                                                                              times,

                                                                                                                                                                                              including

                                                                                                                                                                                              borrowings

                                                                                                                                                                                              under

                                                                                                                                                                                              the

                                                                                                                                                                                              Credit

                                                                                                                                                                                              Facility,

                                                                                                                                                                                              of

                                                                                                                                                                                              at

                                                                                                                                                                                              least

                                                                                                                                                                                              $3

                                                                                                                                                                                              million.

                                                                                                                                                                                              We

                                                                                                                                                                                              were

                                                                                                                                                                                              in

                                                                                                                                                                                              compliance

                                                                                                                                                                                              with

                                                                                                                                                                                              these

                                                                                                                                                                                              covenants

                                                                                                                                                                                              at

                                                                                                                                                                                              September

                                                                                                                                                                                              30,

                                                                                                                                                                                              2013.</font></td></tr></tbody></table>