[Section 1.01] of the Financing Agreement is hereby amended by amending and restating the following definitions in their entirety to read as follows:

[Section 1.1] of the Existing Credit Agreement is hereby amended by adding the following new defined terms in the appropriate alphabetical order therein:

[Section 1.1] of the Existing Credit Agreement is hereby amended by deleting the definition of “Business Day” where it appears therein and replacing it with the following:

[Section 1.1] of the Existing Credit Agreement is hereby amended by deleting the definitions of “Base LIBOR Rate” and “LIBOR Rate” in their entirety.

[Annex 1]. [Annex 1] to the Loan Agreement is hereby deleted and replaced with [Annex 1] attached to this Fifth Amendment.

[Section 1.1(76)] of the Transaction Agreement is hereby deleted in its entirety and replaced with the following:

[Article 1.1] of the License shall be superseded and replaced with the following:

[Section 1.1] of the Credit Agreement is hereby amended by amending and restating the defined terms “LC Sublimit”, “Revolving Committed Amount” and “Revolving Credit Termination Date” in their entirety to read as follows:

[Section 1.11]. [Section 1.11] of the License Agreement is hereby deleted in its entirety and replaced with the following:

[Sections 1.23] to 1.32. The License Agreement is hereby amended to add the following [Sections 1.23] to 1.32: