[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:

[Section 5.02(a)(vii)] of the Credit Agreement is hereby amended by deleting the clause “, provided that no such Lien shall extend to or cover any Unencumbered Asset” at the end thereof.

[Section 5.02(f)(iv)] of the Credit Agreement is hereby amended by # deleting the word “and” at the end of clause (A) thereof, # replacing the semicolon and the end of clause (B) thereof with “, and” and # inserting the following new clause (C) immediately [following clause (B)] thereof:

[Section 5.02(m)] of the Credit Agreement is hereby amended by (i) (x) deleting the words “agreement prohibiting or conditioning the creation or assumption of any Lien” and # replacing them with the words “Negative Pledge”, # deleting the following words “(including, without limitation, Unencumbered Assets)” and # inserting the following immediately after the words “otherwise permitted by the Loan Documents” appearing at the end of clause (A) thereof: “(provided further that any restriction of the type described in the proviso in the definition of “Negative Pledge” shall not be deemed to violate the foregoing restriction)”.

[Section 5.01(j)] of the Credit Agreement is hereby amended by # deleting the phrase “and each direct and indirect parent of such Subsidiary (if it has not already done so)” and # deleting the reference to “[Exhibit C]” and replacing it with a reference to “[Exhibit D]”.

[Section 5.13] of the Credit Agreement is hereby amended and restated in its entirety as follows:

Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Albany and the Employee.