[Section 4.4] shall be deleted in its entirety.

[Section 1.05] of the Credit Agreement is hereby amended and restated as follows:

[Section 5.16] of the Credit Agreement is hereby deleted.

[Section 1.01] of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

[Section 7.02-1]1] of the Trust Agreement provides that the Company and the trustee may amend the Trust Agreement prior to a Special Circumstance (as defined in the trust Agreement) without the written consent of the Plan participants if such amendment does not have a material adverse effect on the rights of any participant.

[Section 409A]. Any payment provided under this Agreement is intended to be a short-term deferral as provided by Section 409A of the Internal Revenue Code and the regulations promulgated thereunder, and the parties agree that the terms and provisions of the Agreement will be construed and interpreted to the maximum extent permitted in order to have this effect. Notwithstanding anything to the contrary, any payment provided under this Agreement will be made within the short-term deferral period specified in Treasury Regulation Section 1.409A-1(b)(4).

[Section 1.2] of the Plan is amended to add the following sentence to the end thereof:

[Section 6.4] of the Employment Agreement is hereby restated in its entirety as follows:

[Section 409A]. This Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any payment under this Agreement, or any plan or arrangement of the Company or its Affiliates or Subsidiaries, that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Termination Date of Executive’s employment would be subject to the [Section 409A] additional tax because Executive is a “specified employee” (within the meaning of [Section 409A] and as determined by the Company), the payment will be paid to Executive on the earlier of the six (6) month anniversary of Executive’s Termination Date or death. To the extent Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the [Section 409A] additional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of Executive’s Termination Date or death. Any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of [Section 409A] shall be paid or provided only upon a “separation from service” as defined in Treasury Regulation § 1.409A-1(h). Each payment made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A].

[Section 2.2]. of the Loan Agreement is hereby deleted and replaced in its entirety with the following: