[Section 5.09(a)] of the Existing Credit Agreement is amended and restated in its entirety as follows:

Item 5. Stock and Stock Options is amended to delete the following:

[Section 5.16] of the Credit Agreement is hereby amended to add the following new sentences at the end of the current last sentence thereof:

[Section 5.01(b)] is amended by adding to the end thereof (immediately before the period) the following:

[Section 5.6(c)] of the Agreement is deleted in its entirey for the purposes of this Amendment and replaced with the following provision: “From all collections of principal payments under the Loan, Buyer will receive all proceeds until the Buyer Loan Amount has been repaid, after which all proceeds will be paid to Seller.”

[Section 5.7] of the Agreement is hereby deleted in its entirety for the purposes of this Amendment and replaced with the following provision: “Buyer Loan shall have priority over Seller Loan.”

[Section 5.3.1(iii)] shall be deleted in its entirety and replaced with the following:

[Section 5.8] shall be amended to add the following new sentence at the end of the existing [Section 5.8]:

[Section 5.3(b)] shall be amended to read as follows:

“Permitted Transferee” shall mean any Person designated as a Permitted Transferee in accordance with the provisions of [subsection G(5)] of Article XIV.