[Section 9.3(e)]is hereby amended and restated to read in its entirety as follows:

[Section 9.4.1] of the Agreement is hereby deleted in its entirety and replaced with the following:

[Section 9.2.3(a)] (Responsibilities of the JSC) of the Agreement is hereby deleted in its entirety and replaced with the following:

Notwithstanding [Section 9.01], any Consenting Stakeholder may Transfer any Company Claim/Interest to a Qualified Marketmaker and a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests, in each case, if # such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; # the transferee otherwise is a Permitted Transferee under [Section 9.01]; and # the Transfer otherwise is a permitted Transfer under [Section 9.01]. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee.

Notwithstanding [Section 9.02(b), (i)])] this Agreement and any other Loan Document may be amended with the written consent of the Required Lenders, Lenders providing one or more additional credit facilities, the Administrative Agent and the Borrowers # to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this

Notwithstanding [Section 9.01], any Consenting Stakeholder may Transfer any Company Claim/Interest to a Qualified Marketmaker and a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests, in each case, if # such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; # the transferee otherwise is a Permitted Transferee under [Section 9.01]; and # the Transfer otherwise is a permitted Transfer under [Section 9.01]. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee.

[Section 9.14] - Capital Expenditures. [Section 9.14] of the Credit Agreement is amended and restated in its entirety to read as follows

[Section 9.01] of the Loan Agreement is hereby amended by deleting the last sentence of [Section 9.01] in its entirety and inserting in lieu thereof a new last sentence reading in its entirety as follows:

[Section 9.11(a)(i)] of the Loan Agreement is hereby amended by deleting [Section 9.11(a)(i)] in its entirety and inserting in lieu thereof a new [Section 9.11(a)(i)] reading in its entirety as follows:

[Section 9.1(e)] in circumstances where a bona fide Acquisition Proposal, or the intention to enter a bona fide Acquisition Proposal with respect to Target, has been publicly announced before the termination of this Agreement and not withdrawn, and within 12 months of the date of such termination: