Form of Amendment No Clause Samples

Form of Amendment No. 1 to The Amended and Restated Employee Excess Benefits Agreement entered into with the Chief Executive Officer, as adopted December 8, 2011, was filed on February 17, 2012 with Form 10- K (Commission File No. 1-1169) and is incorporated herein by reference.

Form of Amendment No. 9 to the Master Distribution and Individual Shareholder Services Plan (C Class), dated March 31, 2006 (filed as Exhibit 10(r) to Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 of American Century Investment Trust on January 27, 2006, File No. 33-65170, and incorporated herein by reference).

Form of Amendment No. 1 to The Amended and Restated Employee Excess Benefits Agreement with all Executive Officers after January 1, 2011 and Form of Amendment No. 2 to the Amended and Restated Excess Benefits Agreement with certain Executive Officers and certain key employees of the Company, as adopted December 8, 2011, was filed on February 17, 2012 with Form 10-K (Commission File No. 1-1169) and is incorporated herein by reference.

Form of Amendment No. 1 to the Borrower Security Agreement (9 1/2% Indenture) Exhibit H-1 Form of Amendment No. 1 to the Subsidiary Security Agreement (Bank) Schedule 1.1 List of Lending Offices Schedule 2.4 Illustration of Section 2.4(e)(ii) Schedule 4.1 List of Subsidiaries; Capitalization Schedule 4.4 List of Governmental Body Approvals Schedule 4.6 List of Litigation Schedule 4.7 Exceptions to Section 4.7 (No Conflicting Agreements) Schedule 4.16 List of Existing Pension Plans Schedule 8.1 List of Existing Indebtedness Schedule 8.2 List of Existing Liens Schedule 8.6 List of Existing Investments FIRST AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 19, 1997, by and among PREMIERE PAGE OF KANSAS, INC., a Kansas corporation ("PREMIERE PAGE"), Q MEDIA PAGING-ALABAMA, INC., a Delaware corporation ("Q MEDIA ALABAMA"), USA MOBILE COMMUNICATIONS, INC. III, a Delaware corporation ("USA III"), Q MEDIA COMPANY-PAGING, INC., a Kansas corporation ("Q MEDIA KANSAS") and W.Q. COMMUNICATIONS, INC., a Kansas corporation ("W.Q. COMMUNICATIONS", and together with Premiere Page, Q Media Alabama, USA III and Q Media Kansas, the "BORROWERS", each a "BORROWER"), USA MOBILE COMMUNICATIONS, INC. II, a Delaware corporation (the "PARENT"), the Lenders party hereto (each a "LENDER" and, collectively, the "LENDERS") and THE BANK OF NEW YORK, as administrative agent for the Lenders hereunder (in such capacity, the "ADMINISTRATIVE AGENT").

Form of Amendment No. 1 to Excess of Loss Reinsurance Agreement between XL Financial Assurance Ltd. and XL Insurance (Bermuda) Ltd 10.29 Form of Third Amended and Restated Facultative Quota Share Reinsurance Treaty between XL Financial Assurance Ltd. and XL Capital Assurance Inc. 10.30 Form of Master Services Agreement between X.L. America, Inc. and XL Financial Administrative Services Inc. 10.31 Reinsurance Agreement Guarantee dated May 1, 2004 between XL Insurance (Ber-

Form of Amendment No. 1 to Facultative Quota Share Reinsurance Agreement between XL Financial Assurance Ltd. and XL Insurance (Bermuda) Ltd 10.26 Form of Termination of Facultative Quota Share Reinsurance Treaty dated December 31, 1999 between XL Insurance (Bermuda) Ltd and XL Financial Assurance Ltd.

Form of Amendment No. 1 to Cooperation Agreement between the Segregated Account of Ambac Assurance Corporation and Ambac Assurance Corporation (filed as Exhibit 10.3 to Ambac Financial Group, Inc.’s Current Report on Form 8-K filed September 27, 2011 and incorporated herein by reference).

Form of Amendment No. 1 to The Amended and Restated Employee Excess Benefit Agreement, entered into with certain Executive Officers and certain key employees of the Company, was filed on September 2, 2009 with Form 8-K (Commission File No. 1-1169) and is incorporated herein by reference.