[Section 1.01] (Defined Terms) of the Credit Agreement is hereby amended by replacing “$120,000,000” in the definition of “Permitted Receivables Sale Transaction” with “$200,000,000”.

[Section 1.01] (Defined Terms) of the Credit Agreement is hereby amended to amend and restate the definition of “Receivables Sale Transaction” in its entirety to read as follows:

Section Headings. Section and subsection headings in this Agreement are for convenience of reference only and shall neither constitute a part of this Agreement nor affect its interpretation.

[Section 11.2(e)(v)] of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this [Section 11.2(e)(v)], the parties hereto agree that, with respect to the Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of Shares in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchases, forward contracts or similar transactions that are entered into at prevailing market prices (including, without limitation, any commercially reasonable discount to average volume weighted average prices) and in accordance with customary market terms for transactions of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 15% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section.

[Section 11.2(e)(vii)] of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “that is the result of a corporate event involving the Issuer or its securities that has, in the commercially reasonable judgment of the Calculation Agent, a material economic effect on the Shares or options on the Shares; provided that such event is not based on # an observable market, other than the market for the [[Organization B:Organization]]’s own stock or # an observable index, other than an index calculated and measured solely by reference to [[Organization B:Organization]]’s own operations.”

[Section 12.1(d)] of the Equity Definitions is hereby amended by replacing “10%” with “20%”.

[Section 12.9(b)(i)] of the Equity Definitions is hereby amended by replacing “either party may elect” with “[[Organization A:Organization]] may elect or, if [[Organization B:Organization]] represents to [[Organization A:Organization]] in writing at the time of such election that # it is not aware of any material nonpublic information with respect to [[Organization B:Organization]] or the Shares and # it is not making such election as part of a plan or scheme to evade compliance with the U.S. federal securities laws, [[Organization B:Organization]] may elect.”

[Section 409A]. It is the intent of this Award Agreement that it and all payments and benefits hereunder be exempt from, or comply with, the requirements of Section 409A of the Code so that none of the PRSUs provided under this Award Agreement or shares of Common Stock issuable thereunder will be subject to the additional tax imposed under Section 409A of the Code, and any ambiguities herein will be interpreted to be so exempt or so comply.

[Section 409A]. Notwithstanding any provision to the contrary in this Agreement, no payment shall be made and no election shall be permitted that would violate the requirements of or cause taxation under Section 409A of the Internal Revenue Code and the Treasury regulations promulgated thereunder. Further, all provisions in this Agreement shall be interpreted in a manner consistent with Section 409A and guidance related thereto.

[Section 409A]. The Award of RSUs evidenced by this Agreement is intended to be exempt from the nonqualified deferred compensation rules of Section 409A of the Code as a “short term deferral” (as that term is used in the final regulations and other guidance issued under Section 409A of the Code, including Treasury Regulation Section 1.409A-1(b)(4)(i)), and shall be construed accordingly.