Amended Terms. On and after the Amendment Effective Date, all references to the Loan Agreement in each of the Loan Documents shall hereafter mean the Loan Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Loan Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

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 Definitions. The definitions of "Applicable Margins", "Availability Reserves", "Canadian Revolving Credit Facility", "Eligible Cash and Cash Equivalents", "Fixed Charge Trigger Period", "Reporting Trigger Period" and "Revolving Credit Maturity Date" set forth in [Section 1.01] of the Credit Agreement is hereby amended in its entirety and the following is inserted in its stead:

Amended Definitions. The definitions of “Applicable Margin,” “Fixed Charge Trigger Period,” and “Reporting Trigger Period” set forth in [Section 1.01] of the Credit Agreement are hereby amended in their entirety and restated as follows:

The Original Settlement shall be amended to remove the requirement that [[Grace Rich:Organization]] 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.

Amended Returns. Unless otherwise required by Law or based upon the opinion of Purchaser’s independent registered public accounting firm (a copy of which Purchaser shall give to the Representative), Purchaser shall not, and shall cause its Affiliates, including the Company and its Subsidiaries, not to amend, refile or otherwise modify any Tax Return relating in whole or in part to any Pre-Closing Period, including the pre-Closing portion of a Straddle Period, without the prior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned, or delayed; provided that to the extent that any such amended or otherwise modified Tax Return is filed without the prior written consent of Representative based upon the opinion of Purchaser’s independent registered public accounting firm and such amended or otherwise modified Tax Return results in an increase in Taxes attributable to a Pre-Closing Period, then Purchaser shall not be entitled to seek indemnification for such increased Tax amounts pursuant to [Article IX], [Section 10.2] or otherwise.

AMENDED OR SUPPLEMENTED PROSPECTUS. The Stockholders agree that, upon receipt of any notice from the Company described in Section 4.1 hereof that suspends an effective registration statement, the Stockholders shall forthwith discontinue disposition of Registrable Shares until such Stockholder’s receipt of copies of a supplemented or amended prospectus from the Company, or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus. If so directed by the Company, the Stockholders will deliver to the Company all copies of the prospectus covering such Registrable Shares current at the time of receipt of such notice of suspension.

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.

Terms. All capitalized terms when used herein shall have the same respective meanings as are given such terms in the Lease unless expressly provided otherwise in this Amendment.

Terms. The exercise price per Share of a Stock Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than the Fair Market Value of a Share on the date the Stock Appreciation Right is granted; provided, however, that notwithstanding the foregoing in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to # the excess of # the