Amended and Restated Agreement. The Parties agree to execute an amended and restated version of the Decolar Outsourcing Agreement which is included as [Annex A]. Unless hereby amended the rest of the terms and conditions of the Decolar outsourcing Agreement shall remain in full force and effect.

Amended and Restated Definitions. Each of the following definitions set forth in [Section 1.01] of the Credit Agreement are hereby deleted in their entirety and the following inserted in lieu thereof, respectively:

The Original Settlement shall be amended to remove the requirement that ​ and Scio execute the Redemption Agreement and shall be replaced with the requirement that Scio and ​ execute the Share Purchase Agreement attached hereto as [Exhibit A].

each Security Document.

Execution of Amended and Restated Fee Letter. The Administrator shall have received counterparts of the Amended and Restated Fee Letter duly executed by each of the parties thereto.

Amended and Restated Regulations of Radio Austin Management, L.L.C. dated ​, as amended by a First Amendment dated ​; and

#​ Excess Defined Contribution Benefit Plan

Amended Schedule. The applicable Attribute Schedule or Tax Benefit Schedule for any Taxable Year may be amended from time to time by the Corporation # in connection with a Determination affecting such Schedule, # to correct inaccuracies in the Schedule identified after the date the Schedule was provided to the TRA Party Representative, # to comply with the Expert’s determination under the Reconciliation Procedures, AmericasActive:18057467.3

Amended Lease Payment. In [Section 9.06], ​, second paragraph, the parties agree that the second sentence shall be deleted and the following shall be inserted in lieu thereof:

“Deferred Cash Trust” means the Amended and Restated Deferred Cash Compensation Trust Agreement for Directors of The Southern Company and its Subsidiaries, as amended or amended and restated from time to time.

Bank and Borrower have entered into that certain Amended and Restated Loan and Security Agreement dated as of ​ (as the same may from time to time be amended, modified, supplemented or restated, including without limitation by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of ​, collectively, the “Loan Agreement”).

“Revolving Credit Agreement” means the Borrower’s Amended and Restated Credit Agreement dated as of ​ with the lenders parties thereto and Citibank, N.A., as administrative agent, as amended, amended and restated or otherwise modified from time to time.

#​ and ​ (collectively, the “​ Funds”) hold the following Secured Convertible Promissory Notes issued by ​ (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, collectively, the “​ Secured Notes”), which ​ Secured Notes were issued pursuant to that certain Securities Purchase Agreement dated as of ​, by and among ​ and ​[Parties:Organization]amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”):

AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT #-1

TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

(as restated on the Amendment No. 3 Effective Date)

"Borrower LLC Agreement" means the amended and restated limited liability company agreement of the Borrower, dated ​, as amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof.

The Parent, OP LLC, the Borrower, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit Agreement dated as of ​ (as amended, amended and restated, restated, supplemented or otherwise modified, the “Credit Agreement”), pursuant to which the Lenders have made certain extensions of credit available to and on behalf of the Borrower.

Amended and Restated First Lien Stock Pledge Agreement, dated as of ​, as amended by the Amendment Agreement, dated as of ​, between The Goodyear Tire & Rubber Company, as pledgor, and JPMorgan Chase Bank, N.A., as pledgee, regarding pledged equity interests in Corporación Industrial Mercurio, S.A. de C.V. (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time).