WHEREAS, the Successor Company, pursuant to Section 12 of Schedule 2 to the Note Purchase Agreement, has delivered to the Holders, or caused to be delivered to the Holders on its behalf, an Opinion of Counsel and an Officers’ Certificate, dated as of the date hereof, stating that the Merger complies with Section 12 of Schedule 2 to the Note Purchase Agreement, as amended hereby, and that all conditions and covenants provided for in the Note Purchase Agreement, as amended hereby, relating to the Merger have been complied with; and

          WHEREAS, all things necessary (a) to ratify the succession under the Note Purchase Agreement of the Predecessor Company to the Company, (b) to authorize the assumption by the Successor Company of the Company’s obligations under the Note Purchase Agreement and (c) to make this Amendment when executed by the parties hereto a valid and binding amendment of the Note Purchase Agreement have been done and performed.

          NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:

1. Definitions. Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Note Purchase Agreement.

2. Ratification of Company Succession. The Noteholders hereby ratify the succession under the Note Purchase Agreement of the Predecessor Company to the Company pursuant to the Redomestication.

3. Successor Company Assumption of Obligations. The Successor Company hereby expressly assumes, from and after the date hereof, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of the Note Purchase Agreement on the part of the Company to be performed or observed.

4. Successor Company Succession and Substitution. The Successor Company, from and after the date hereof, by virtue of the aforesaid assumption and the delivery of this Amendment, shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Note Purchase Agreement, and the Company shall be discharged from all obligations and covenants under the Note Purchase Agreement and the Securities.

5. Representations and Warranties. The Noteholders hereby represent and warrant that they collectively hold a majority of the Outstanding Securities.

6. Amendments to Note Purchase Agreement.

          (a) Section 11 of the Note Purchase Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

          Section 11. Amendments. Except as otherwise provided in Section 12 of Schedule 2 to this Note Purchase Agreement, this Note Purchase Agreement, including the Schedules, and the Securities, may not be modified, amended, altered or supplemented without the prior written consent of the Holders of at least a majority of the Outstanding Securities.

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