[Section 2.4] of the Purchase Agreement is amended and restated in its entirety by replacing such [Section 2.4] with the following:

[Section 2.2] # shall be terminated and fail as of the date of this amendment. No additional consideration shall be payable related to the future performance of the Company.

[Section 2.6(b)] is amended by deleting the last four sentences of such Section and replacing them with the following:

[Section 2.9(h)] is amended by deleting the last two sentences of such Section.

[Section 2.08(b)] shall be deleted in its entirety, and the following new [Section 2.08(b)] shall be inserted in place thereof:

[Section 2.06] of the Credit Agreement is hereby amended by adding a new clause (g) as set forth below:

[Section 2.18] of the Credit Agreement is hereby amended by # adding to clause (b)(i) the sentence “If requested by the applicable Issuing Lender in connection with any request for any Letter of Credit, the Borrower also shall submit a letter of credit application on such Issuing Lender’s standard form.” before the sentence beginning with “Upon receipt of a Notice of Issuance” and # adding to (c)(i) the words “examine drawing documents within the period stipulated by the terms and conditions of the Letter of Credit. After such examination, the Issuing lender will” after the words “, the Issuing Lender shall”.

[Section 2.22] of the Credit Agreement is hereby amended to read in its entirety as follows:

[Section 2.2(b)] of the Loan Agreement is hereby amended and restated in its entirety as follows:

[Section 2.5] of the Loan Agreement is hereby amended by deleting the word “and” immediately following [Section 2.5(c)], replacing “.” at the end of [Section 2.5(d)] with “; and” and adding [Section 2.5(e)] thereto as follows: