[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:

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

[Section 5.11.3] to the Loan Agreement is hereby amended by adding the [following clause (d)] in its entirety immediately [following clause (c)] of such Section:

[Article 5.1] is deleted in its entirety and replaced with the following one:

Amendment. Except as provided in Paragraph 13 above, this Agreement may not be modified or amended except by written instrument signed by all parties hereto.

Amendment. Effective as of the Effective Date, the Employment Agreement is amended as follows: