AMENDMENT TO ASSET PURCHASE AGREEMENT

sentence or designated as an Excluded Contract pursuant to the second sentence of Section 5.01(d) (each such designated Contract or Permit and License, an “Excluded Contract”, and all such designated Contracts and Permits and Licenses collectively, the “Excluded Contracts”) shall no longer be an Assigned Contract or a Permit and License to be assigned to the Purchaser hereunder. There shall be no adjustment to the Purchase Price as a result of the Purchaser’s election to exclude any one or more of the Contracts or Permits and Licenses from the Transactions pursuant to this Section 5.01(a) except that the Purchaser shall not be required to make any payments for Determined Cure Costs or any other amounts for any such Excluded Contracts, provided that, with respect to (x) any lease pursuant to which the Leased Real Property is leased by a Seller that would otherwise be a Purchased Asset and that Purchaser has not elected to exclude prior to the Closing, such lease shall be treated as a Consent Pending Contract under Section 2.12(b) and Purchaser shall compensate the Sellers with respect thereto in accordance with such Section except that the Contract Retention Period shall be deemed to be the Lease Retention Period for these purposes, and (y) any Specified Contract that would otherwise be a Purchased Asset and that Purchaser has not elected to exclude prior to the Closing, such Specified Contract shall be treated as a Consent Pending Contract under Section 2.12(b) and Purchaser shall compensate the Sellers with respect thereto in accordance with such Section except that the Contract Retention Period shall be deemed to be the Specified Contract Retention Period for these purposes.”

          (a) Modification. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Asset Purchase Agreement, but except as expressly modified and superseded by this Amendment, the terms and provisions of the Asset Purchase Agreement shall remain in full force and effect, all parties hereto hereby agreeing that the Asset Purchase Agreement shall continue to be outstanding, validly existing and enforceable in accordance with its terms.

          (b) Counterparts. This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

          (c) Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors (including any trustee, receiver, receiver-manager, interim receiver or monitor or similar officer appointed in respect of the Sellers in the Chapter 11 Cases) and permitted assigns, but shall not be assignable or delegable by the Sellers or Purchaser without the prior written consent of the other party and by Order of the Bankruptcy Court. Notwithstanding the foregoing, (i) prior to the Closing, Purchaser shall have the right to assign its rights and/or delegate its obligations hereunder to any Affiliate that is directly or indirectly wholly owned by Purchaser and (ii) after the Closing, Purchaser (or its permitted assignee) shall have the right to assign its rights and/or delegate its obligations hereunder (A) to any Affiliates, (B) to any financing sources for collateral purposes or (C) to any subsequent purchaser of all or substantially all of the stock or assets of Purchaser or the Business; provided, however, that in each case Purchaser shall remain liable for the obligations