-1 Introduction Participating Affiliates that employ the individuals described in Section D.2-2 (each a “[Schedule D.2] Employer” and collectively “[Schedule D.2] Employers”) hereby establish a retirement contribution feature as described in this [Schedule D.2]. The retirement contribution feature shall be in addition to all other contributions provided pursuant to the Plan.

“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in [Sections 13(d) and 14(d)])] thereof, including a “group” as defined in [Section 13(d)].

Section # Deletion of [Schedule 1.6(d)] of the Agreement. [Schedule 1.6(d)] of the Agreement is hereby deleted in its entirety.

each Lender will be required to make a payment under Clause 31.1 (Payments to the Agent) in respect of its participation in the new Facility D Loans only to the extent that its participation in the new Facility D Loans exceeds that Lender's participation in the maturing Facility D Loan and the remainder of that Lender's participation in the new Facility D Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender's participation in the maturing Facility D Loan.

“Regulations A, D, U and X” means, respectively, Regulations A, D, U and X of the Federal Reserve Board (or any successor).

“Regulation D” means Regulation D of the Board from time to time in effect and all official rulings and interpretations thereunder or thereof.

[Section 3(d)] of the Employment Agreement is hereby amended by adding a new subsection # to the existing [Section 3(d)], as follows:

Exhibits. Exhibit D (Compliance Certificate) and [Schedule 1] attached to the Loan Agreement are replaced with Exhibit D and [Schedule 1] attached hereto.

the definition of “Defaulting Lender” set forth in [Section 1.1] of the Credit Agreement is hereby amended by deleting the word “or” immediately after clause (d)(i) of such definition and adding the following new clause (d)(iii) after the end of clause (d)(ii) therein:

Each Jones Entity is an “Accredited Investor” as defined in Rule 501(d) of Regulation D, promulgated by the SEC under the Securities Act.