[Section 2.07(c)] is amended by replacing the table set forth therein in its entirety to read as follows:

[Section 2.12] is revised to read as follows:

[Section 2.11] of the Pre-Amendment Credit Agreement shall be amended as follows:

[Section 2.2] of the Purchase Agreement shall be deleted and replaced with the following paragraphs:

[Section 2.1(a)] of the Credit Agreement is hereby amended and restated to read as follows:

[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 2.04(e)] is amended by deleting each reference therein to the term “Floating Rate Advance” and substituting therefor the phrase “Dollar-denominated Floating Rate Advance”.

[Section 2.08(c)] is amended in full to read as follows: