[Section 4.6(a)] of the Rights Agreement shall be amended and restated in its entirety to read as follows:

[Section 4.14] of the Credit Agreement is hereby amended by deleting the last sentence of clause (a)(iv) thereof and replacing it with the following:

[Section 4.2(a)] of the Program is hereby deleted, in its entirety and former [Section 4.2(b)] is hereby renumbered as [Section 4.2(a)]

[Section 4.01(b)]: “Tax Base” shall mean Taxes which would be paid by Landlord for the fiscal tax year commencing July 1, 2010, and ending June 30, 2011;

[Section 4.01(d)]: “Tenant’s Proportionate Share of Taxes” shall be .52%.

[Section 4.05(c)]: “Operating Expense Base” shall mean Operating Expenses for the calendar year 2010, adjusted to reflect the Operating Expenses that would have been incurred were the Building not les than 95% occupied:

[Section 4.05(e)]: Tenant’s Proportionate Share of Operating Expenses shall be .54%: and

[Section 4.4(a)] of the Company Disclosure Schedule sets forth # for the Company and each of its Subsidiaries, as of the Execution Date, the number of shares of capital stock or other equity interests of the Company and its Subsidiaries which are authorized and which are issued and outstanding, and # for the Company, the name of each Equity Holder and the type and number of shares of Company Stock held by such Equity Holder. All of the issued and outstanding shares of capital stock or other equity interests of the Company and each of its Subsidiaries # are duly authorized and validly issued and, if applicable, are fully paid and nonassessable, free and clear of all Liens, preemptive rights, rights of first refusal, restrictions on voting and restrictions on transfer, other than # Liens securing Closing Date Indebtedness to be Repaid, # limitations imposed by Purchaser, # Liens set forth in the Organizational Documents, # Liens imposed by federal, state and/or foreign securities Laws, and # as disclosed in [Section 4.4(a)] of the Company Disclosure Schedule, and # were, to the Knowledge of the Company, issued in material compliance with applicable Law. The Company owns, directly or indirectly, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary, free and clear of all Liens, preemptive rights, rights of first refusal, restrictions on voting and restrictions on transfer, other than # Liens securing Closing Date Indebtedness to be Repaid, # limitations imposed by Purchaser, # Liens set forth in the Organizational Documents, # Liens imposed by federal, state and/or foreign securities Laws, and # as disclosed in [Section 4.4(a)] of the Company Disclosure Schedule.

[Section 4.4(e)] of the Company Disclosure Schedule lists the Subsidiaries of the Company and, except for such Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other equity interest in any Person. Except as otherwise set forth in [Section 4.4(e)] of the Company Disclosure Schedule, none of the Company’s Subsidiaries owns or has any interest in, directly or indirectly, any capital stock or other equity interest in any Person.

[Section 4.11(b)] of the Company Disclosure Schedule sets forth a complete list of each parcel of real property owned by the Company or any of its Subsidiaries, including the street address therefor (the “Owned Real Property”). Neither the Company nor any of its Subsidiaries owns in fee any real property other than the Owned Real Property. The Company has made available to Purchaser true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company or its Subsidiary acquired such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and its Subsidiaries and relating to the Owned Real Property.