Reference to and Effect on the SPA. Except as modified by the amendments, waivers and agreements set forth herein, all of the terms, provisions and conditions precedent of the SPA shall remain in full force and effect and are hereby ratified and confirmed.

Reference. On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Existing Credit Agreement, as amended by this Amendment.

SECTION # SPA. Other than as specifically set forth herein, the SPA shall remain in full force and effect.

The SPA is hereby explicitly rescinded in its entirety effective as of the Effective Date and is declared and shall be considered void ab initio, as are any other agreements, whether oral or written, between the parties concerning the subject matter herein prior to the date of complete execution of this Agreement.

Termination. The Parties hereby mutually terminate the SPA, effective immediately upon the execution of this Agreement by the Parties, with this Agreement constituting the requisite mutual written consent of the Parties required to terminate the SPA pursuant to [Section 8.1(a)] thereof. Each of the Parties agrees that, notwithstanding anything to the contrary set forth in the SPA, the SPA (including [Section 8.4] thereof) is hereby and forthwith of no further force and effect, except that [Section 4.3(b)] of the SPA shall survive the termination of the SPA pursuant to this Agreement (and for the avoidance of doubt, this Agreement and the Confidentiality Agreement, as amended pursuant to [Section 4.3(b)] of the SPA, shall survive termination of the SPA).

Reference to and Effect on Agreement. Upon the effectiveness of this Amendment, each reference to the Agreement in any other document, instrument or agreement shall mean and be a reference to the Agreement as modified by this Amendment. Except as specifically set forth in Section I hereof, the Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. The execution, delivery and effectiveness of this Amendment shall not be construed as a course of dealing or other implication that any holder of the Notes has agreed to or is prepared to grant any consents or agree to any waiver to the Agreement in the future, whether or not under similar circumstances.

Neutral Reference. Employee should direct any request by a prospective employer to the AEPSC Employee Service Center (​ or 1-​ ext. 5), which is the contact for employment verifications. Such requests will be answered by providing job title, total time employed, and start and/or termination date.

“SPA Completion Date” means the “Completion Date” under, and as defined in, the SPA;

"SPA Acquisition Shareholder Loan" means the shareholder loan agreement to be entered into between the Ultimate Parent as lender and ME as borrower in connection with the SPA Acquisition to finance additional funds required for the SPA Closing (including costs and expenses).

Waiver of Jury Trial; Submission to Jurisdiction; Other Incorporation by Reference. The provisions of [Sections 10.1] (Amendment), 10.2 (Waivers and Consents), 10.3 (Notices), 10.4 (Assignment), 10.5 (No Third-Party Beneficiaries), 10.8 (Severability), 10.11 (Waiver of Jury Trial), 10.12 (Submission to Jurisdiction), 10.13 (Specific Performance) and 10.19 (Other Interpretive Matters) of the SPA are hereby incorporated by reference, mutatis mutandis, as if set forth in full herein.