[Section 4.03(b)(17)] of the Indenture is hereby amended by replacing the “.” at the end thereof with “;”.

[Section 4.03(b)] of the Indenture is hereby amended by adding a new [Section 4.03(b)(18)] at the end thereof to read as follows:

[Section 6.01(e)] of the Indenture is hereby amended by replacing the “,” at the end thereof with:

[Section 6.01] of the Indenture is hereby amended by deleting the “or” at the end of [Section 6.01(k)], replacing the “.” at the end of 6.01(l) with a “; or” and adding a new [Section 6.01(m)] at the end thereof to read as follows:

[Section 6.10] of the Indenture is hereby amended by replacing the first paragraph in its entirety to read as follows:

[Section 7.02] is hereby amended by adding the following provision at the end thereof:

[Section 11.09(a)] is hereby amended by adding the following sentence at the end thereof:

[Section 12.01(a)] of the Indenture is hereby amended by adding the words “Initial Notes” before “Trustee or the Notes Collateral Trustee” and adding the following:

[Section 409A]. The provisions regarding all payments to be made hereunder shall be interpreted in such a manner that all such payments either comply with Section 409A of the Code or are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. To the extent that any amounts payable hereunder are determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, such amounts shall be subject to such additional rules and requirements as specified by the Committee from time to time in order to comply with Section 409A of the Code and the payment of any such amounts may not be accelerated or delayed except to the extent permitted by Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to any Participant or any other person if any payments under any provisions of this Plan are determined to constitute deferred compensation under Section 409A of the Code that are subject to the twenty percent (20%) additional tax under Section 409A of the Code.

[Section 409A]. This Agreement constitutes “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code and the regulations and other guidance promulgated thereunder (“[Section 409A]”). This Agreement, any deferral election made in accordance with Section 4 above and the Plan provisions that apply to this Award are intended to comply with Section 409A and shall be interpreted, administered and construed in a manner consistent with such intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, [Sections 1.3.1 and 2.1]1] thereof) and this Agreement, the provisions of this Agreement shall govern, and in the case of any conflict or potential inconsistency between this Section 11 and the other provisions of this Agreement, this Section 11 shall govern. The Company shall have no liability to the Awardee if the Award is subject to the additional tax and penalties under Section 409A.