[Section 2.9] of the Plan is hereby amended and restated in its entirety to provide as follows:

[Section 2.2(a)] of the Note Purchase Agreement is hereby amended by # amending and restating the third sentence thereof in its entirety and # inserting a new sentence immediately thereafter, to read, collectively, as follows:

[Section 2.2(b)] of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

[Section 2.2(c)] of the Note Purchase Agreement is hereby amended by inserting the clause “(or such shorter period as may be agreed by MetLife)” immediately after the words “10 days” in clause (iv) thereof.

[Section 2.1(a)(i)(E)] is hereby amended and restated in its entirety to read as follows:

[Section 2.1(a)(ii)(B)] is hereby amended by:

[Section 2.1(b)] of the Credit Agreement is deleted in its entirety and replaced with the following:

[Section 2.2(d)] of the Credit Agreement is deleted in its entirety and replaced with the following:

[Section 2.7(a)(i)] of the Credit Agreement is deleted in its entirety and replaced with the following:

[Section 2.1]. [Section 2.1] of the Exchange Agreement is hereby amended and restated to add the following words “and Contingent Cash Rights” to the last clause of [Section 2.1], # immediately following the words “a majority of the Parent Shares” and immediately before the words “may request, on a one-time basis only,”; and # immediately following the words “that all Parent Shares” and immediately before the words “be exchanged for a number of shares of Company Common Stock equal to the quotient obtained by dividing # $55,000,000 by # the Exchange Share Price (the “Exchange Shares”) by delivery of an Exchange Request to the Company”