[Signature pages follow.]

SECTION 1.01.    Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Credit Agreement as amended hereby.

SECTION 1.02.    Amendment of Credit Agreement. The Credit Agreement is amended, effective as of the First Amendment Effective Date, as set forth below in this Section:

(a)    The following definitions are inserted into Section 1.01 of the Credit Agreement in their appropriate alphabetical positions:

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Pledged Cash” means, on any date of determination, the aggregate amount of cash as of such date (including cash represented by shares in any money market fund) that (a) is on deposit in the Eligible Pledged Cash Account and subject to a duly perfected first priority Lien in favor of the Administrative Agent and (b) does not constitute (i) cash pledged pursuant to Section 2.06(j) or (ii) Term Loan Priority Collateral (as defined in the Intercreditor Agreement).

(b)    The first sentence of the definition of “Borrowing Base” in Section 1.01 of the Credit Agreement is amended by relettering clause (c) thereof as clause (d) and by inserting, immediately before the word “minus” preceding such relettered clause (d), the following:

“plus (c) the lesser of (i) 100% of Eligible Pledged Cash and (ii) $75,000,000,”.

(c)    The portion of the third sentence of the definition of “Borrowing Base” in Section 1.01 of the Credit Agreement immediately preceding the proviso therein is amended to read as follows:

“Subject to the immediately preceding sentence and the other provisions hereof (including Section 2.23) expressly providing for adjustment of, or permitting the Administrative Agent to adjust, the Borrowing Base, the Borrowing Base at any time shall be determined by reference to the Borrowing Base Certificate delivered to the Administrative Agent on or most recently prior to such day pursuant to Section 4.02(a)(iii), 5.01(h) or 6.05(h) (or, prior to the first such delivery following the Fourth Restatement Effective Date, the Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 4.01(a)(ix));”

(d)    The definition of “Gift Card Reserve” in Section 1.01 of the Credit Agreement is amended to read as follows:

(e)    Article II of the Credit Agreement is hereby amended by adding the following new Section 2.23:

SECTION 2.23. Eligible Pledged Cash Account. The Company may from time to time, on any Business Day, deposit or cause to be deposited cash in dollars into the Eligible Pledged Cash Account, and on the Business Day following the delivery by the Borrower Representative to the Administrative Agent of a notice setting forth the amount so deposited and certifying that the amount so deposited constitutes Eligible Pledged Cash, the Borrowing Base shall be adjusted to include the aggregate amount of Eligible Pledged Cash after giving effect to such deposit (subject to the limit in the definition of “Borrowing Base” on the amount of Eligible Pledged Cash includible therein). The Company may,

upon written notice to the Administrative Agent and subject to the provisions of the applicable Deposit Account Control Agreement or other control agreement, withdraw cash from the Eligible Pledged Cash Account if (a) no Default shall exist immediately prior to such withdrawal or would exist immediately after giving effect thereto and (b) no Dominion Period, and no conditions that will result in a Dominion Period solely by reason of the passage of time, shall be in effect immediately after giving effect to such withdrawal and to the adjustment of the Borrowing Base provided for in the next sentence (and upon each withdrawal of cash from the Eligible Pledged Cash Account, the Company shall be deemed to represent that the conditions set forth in the preceding clauses (a) and (b) are satisfied). At the time of any withdrawal of cash from the Eligible Pledged Cash Account, the Borrowing Base shall be adjusted with immediate effect to include only the aggregate amount of Eligible Pledged Cash after giving effect to such withdrawal (subject to the limit in the definition of “Borrowing Base” on the amount of Eligible Pledged Cash includible therein). At the time of any termination of the Deposit Account Control Agreement or other control agreement entered into in respect of the Eligible Pledged Cash Account, unless such agreement shall have been replaced by another effective Deposit Account Control Agreement or other control agreement reasonably satisfactory to the Administrative Agent, the Borrowing Base shall be adjusted with immediate effect to exclude Eligible Pledged Cash. Interest or profits, if any, on amounts deposited in the Eligible Pledged Cash Account shall accumulate in such account and constitute Eligible Pledged Cash.

(f)    Article IX of the Credit Agreement is hereby amended by adding the following new Section 9.20:

SECTION 9.20. Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any related agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)    the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)    the effects of any Bail-in Action on any such liability, including, if applicable:

(i)    a reduction in full or in part or cancellation of any such liability;

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or

(iii)    the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Tom Calderwood on behalf of each entity in the capacity shown:

* For any Lender requiring a second signature line.

* For any Lender requiring a second signature line.

* For any Lender requiring a second signature line.

* For any Lender requiring a second signature line.

* For any Lender requiring a second signature line.