[Section 4.5.1] Amendment. The Agreement is hereby amended by deleting [clause (B) of Section 4.5.1] of the Agreement in its entirety and replacing it with the following:

[Section 4.10.2] of the AT&T Pension Benefit Plan – Non-Bargained Program, which are the 415 Excess Benefit Provisions of such plan

[Section 4.2] of the Plan is amended by adding a new [subsection 4.2(c)] to read as follows:

[Section 4.2]. [Section 4.2] of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

[Section 4.6] (“Vacation”) is hereby amended in its entirety to read as follows:

[Section 4.21(l)] of the EnTrust Disclosure Schedule sets forth which of the EnTrust Entities are “controlled foreign corporations” as defined in section 957(a) of the Code.

[Section 4.5] of the EnTrust Disclosure Schedule sets forth # the number and type of authorized Equity Interests of each EnTrust Entity, # the number and type of issued and outstanding Equity Interests of each EnTrust Entity and EP Partners and # the beneficial and record owner of such issued and outstanding Equity Interests (collectively, the “EnTrust Record Owners”).

[Section 4.6(a)] of the EnTrust Disclosure Schedule sets forth the authorized, issued and outstanding Equity Interests of each Subsidiary of each EnTrust Contributed Entity and the beneficial and record owner of such issued and outstanding Equity Interests. All such issued and outstanding Equity Interests # have been duly authorized, # are validly issued, fully paid and non-assessable, # were issued in compliance with applicable Laws (including state and federal securities Laws), # are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal, or similar rights and # are held and owned beneficially and of record free and clear of all options, contracts, calls, puts, rights to subscribe, conversion rights and other Liens (other than restrictions imposed by securities Laws that are generally applicable to securities that have not been registered or qualified with a Governmental Authority). EP Partners does not have (and never has had) any Subsidiaries, except as contemplated by the Restructuring.

[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.