[Section 1.01] is hereby amended by amending and restating the definition of “Amended and Restated Fee Letter” to read in its entirety as follows:

[Sections 1.02] (Other Interpretative Provisions), 1.03 (Accounting Terms) and 1.09 (Limited Condition Acquisitions) of the Credit Agreement are each applicable to this Agreement as and to the extent set forth therein.

[Article 1.33] is hereby deleted in its entirety and replaced as follows:

[Section 1.31] of the Agreement is hereby amended and restated in its entirety as follows:

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

[Section 1.01] of the Credit Agreement is hereby amended by restating the following defined terms therein as follows:

[Section 1.8] of the Credit Agreement is hereby amended by # replacing each instance of “[Section 2.13(c)]” therein with “[Section 2.13]”; and # adding the phrase “any Benchmark Replacement or any Benchmark Replacement Conforming Changes,” immediately after the phrase “including without limitation,” in the fifth sentence therein.

[Section 1.18] of the Agreement is hereby deleted and replaced with the following:

[Schedule 1.1(b)] contains a correct, current and complete list of: # all Intellectual Property Registrations, specifying as to each, as applicable: the title, mark, or design; the jurisdiction by or in which it has been issued, registered or filed; the patent, registration or application serial number; the issue, registration or filing date; and the current status; # all unregistered Copyrights and Trademarks included in the Intellectual Property Assets; # all proprietary Software included in the Intellectual Property Assets; and # all other Intellectual Property Assets (whether or not they are registrable or patentable) that are used or held for use in the conduct of the Business as currently conducted.

[Schedule 1.1] of the Agreement hereby is replaced in its entirety with [Schedule 1.1] attached hereto.