FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (the “Amendment” ) is made as of May 29, 2007 among
the undersigned, Smart Business Advisory and Consulting, LLC a Delaware limited liability company (the
“Borrower” ), Smart Business Holdings, Inc., a Delaware corporation (the “Parent” ), Bank of Montreal (“
BMO ”), individually and as Administrative Agent (BMO being referred to herein in such capacity as the
“Administrative Agent” ), and the other Banks currently party to the Credit Agreement (together with BMO,
collectively referred to herein as the “Lenders” ).
A. The Borrower, the Parent, the Administrative Agent and the Lenders entered into a Credit
Agreement dated as of May 15, 2007 (the “Credit Agreement” ). All capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the Credit Agreement.
B. The Borrower has requested that the Lenders amend certain provisions to the Credit Agreement
and the Lenders are willing to do so under the terms and conditions set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENT.
Subject to satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit Agreement is
hereby amended as follows:
1.01. The definition of “Applicable Margin” appearing in Section 5.1 of the Credit Agreement is
hereby amended by (i) striking the reference to “Level III” appearing in the third line thereof and substituting
therefor the reference to “Level II” and (ii) amending the table appearing therein in its entirety and as so
amended shall be restated to read as follows:
DEBT/EBITDA RATIO FOR