Amendment to Amendment, Waivers and Consents Provisions. [Section 12.3(b)(i)] of the Credit Agreement is hereby amended to delete subpart # therefrom and to insert in place thereof the following:

Amendment; Waivers. This Agreement may be amended or modified only by a writing executed by the parties to this Agreement. None of the terms of this Agreement shall be deemed to be waived or amended by either party unless such a waiver or amendment specifically references this Agreement and is in writing signed by an authorized representative of the party to be bound. Any such signed waiver shall be effective only in the specific instance and for the specific purpose for which it was made or given.

Amendment; Waivers. This Agreement shall not be amended, altered or modified except by an instrument in writing duly executed by each of the parties hereto and, with respect to Apple Ten, with the prior approval of the Company Special Committee, and, with respect to Parent, with the prior approval of the Parent Board. No delay or failure on the part of any party hereto in exercising any right, power or privilege under this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence thereto. No waiver shall be valid against any party hereto, unless made in writing and signed by the party against whom enforcement of such waiver is sought, and then only to the extent expressly specified therein.

Waivers and Amendment. The Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.01.

Amendment. This Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given, provided that the same are in writing and signed by all of the signatories hereto.

Extension Amendment; Conflicting Provisions. In connection with any extension of the Maturity Date pursuant to this [Section 2.14(g)], [[Released U.K. Borrowers:Organization]], the Agents and each Extending Lender, without the consent of any other party to this Agreement, may make such amendments to this Agreement as the Agents determine to be reasonably necessary to evidence such extension. This Section 2.14 shall supersede any provisions in this Agreement to the contrary.

Section # of the RSU Agreement and [Section 9] of the Performance Share Agreements are hereby amended and restated in their entirety as follows:

Amendment. Upon the effectiveness of this Amendment the Loan Agreement is hereby amended such that, after giving effect to all such amendments, it shall read in its entirety as attached hereto as Exhibit A.

Amendment. Suspension or Termination of the Plan. Except as otherwise provided in this Section 12.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. However, without approval of the Company's stockholders given within twelve (12) months before or after the action by the Administrator, no action of the Administrator may, except as provided in Section 12.2 hereof, # increase the Share Limit, # reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan, or # cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 10.6 hereof. Except as provided in Section 12.13 hereof, no amendment, suspension or termination of the Plan shall, without the consent of the Participant, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. The annual increase to the Share Limit (set forth in [Section 3.1(a)(ii)] hereof) shall terminate on the tenth (10th) anniversary of the Effective Date and, from and after such tenth ("10") anniversary, no additional share increases shall occur pursuant to Section 3.1 (a)(ii) hereof. In addition, notwithstanding anything herein to the contrary, no ISO shall be granted under the Plan after the tenth (10th) anniversary of the Effective Date.

Amendment. This Release may be amended only upon a written agreement executed by the Company and me.