Sections 5. A3.b.1 and 5.A.3.b.2 shall not apply to Disability Retirements
Sections 5. 4(a) and (b) shall not apply to any payment if and to the maximum extent that that such payment would be a payment under a separation pay plan following an “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(n)) that does not provide for a deferral of compensation by reason of the application of Treasury Regulation Section 1.409A-1(b)(9)(iii). For the avoidance of doubt, the parties agree that this Section 5.7(c) shall be interpreted so that Employee will receive payments during the six (6) month period specified in Section 5.2(a) to the maximum amount permitted by Treasury Regulation Section 1.409A-1(b)(9)(iii).
Sections 5. 1 and 5.2 of the Agreement are hereby deleted in their entirety and replaced with the following provisions:
Sections 5. 3 (a), (b) and (c). Sections 5.3(a), (b) and (c) of the Credit Agreement are hereby amended and restated in their entireties to read as follows:
Sections 5. (b) and 5.(c) are amended by deleting those sections in their entirety and substituting in the place thereof the following:
Sections 5. A through 5.E.
Sections 5. 8 and 5.9 of the Pari Passu Intercreditor Agreement are hereby incorporated herein by reference.
Sections 5. 2(a), (b) and (c) shall be amended and restated as follows:
Sections 5. 1(A) and (B) of the Loan Agreement are amended to read as follows:
Sections 5. 6 (Headings), 5.9 (Governing Law), 5.11 (Execution), 5.15 (Remedies), 5.18 (Independent Nature, etc.), 5.21 (Construction) and 5.22 (Waiver of Jury Trial) of the SPA are hereby incorporated into this Amendment, mutatis mutandis, as a part hereof for all purposes.
