This Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

Bank Credit Agreement and the Guaranty (as defined in the Bank Credit Agreement)

Agrees that some or all of the Severance Pay and benefits provided pursuant to this Agreement and the Severance Plan are in addition to any consideration to which he may already be entitled absent execution of this Agreement;

Complete Agreement; No Other Consideration. The Loan Documents contain the final, complete, and exclusive expression of the understanding of the Borrower and the Bank with respect to the transactions contemplated by the Loan Documents and supersede any prior or contemporaneous agreement or representation, oral or written, by or between the parties related to the subject matter hereof. Without limiting the generality of the foregoing, there does not exist any consideration or inducement other than as stated herein for the execution, delivery and performance by the Borrower of the Loan Documents.

"Increased Costs" means:

“Affiliate” means, in relation to any person, any entity which Controls, or is directly or indirectly Controlled by or under common Control with, such person, provided that (i)

capitalised terms used but not defined shall have the same meanings as defined in the GARA (including terms defined by cross-reference to another document); and

The use of headings and the division of this Agreement into articles, sections and other subdivisions are for convenience of reference only and shall not affect the interpretation of this Agreement;

subject to Clause 20.7 , any reference to a Party to this Agreement includes a reference to the successors or assigns (immediate or otherwise) of that Party;

[sections 1471] to 1474 of the Code or any associated regulations;