Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. (a) The Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) The Credit PartiesOn the Restatement Effective Date, the Administrative Agent, the Letter of Existing Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Secured Obligations” under the Loan Documents and that all “Secured Obligations” of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Security Documents, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the terms Administrative Agent’s and provisions the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the obligations incurred under the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Credit Agreement. (b) Notwithstanding the . This amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given limited as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility written and is not intended a consent to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of the Security Loan Documents shall continue in full force and effect and, from and after the other Credit Documents is hereby amended such that Restatement Effective Date, all references to the Existing Debt Facility and the Loans and Commitments thereunder “Credit Agreement” contained therein shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) The Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender parties hereto acknowledge and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of (i) this Agreement and the terms Other Documents, whether executed and provisions delivered in connection herewith or otherwise, do not constitute a novation or repayment and reborrowing of the Existing Debt FacilityAdvances (as defined in the A&R Credit Agreement) and the other Obligations (as defined in the A&R Credit Agreement) under the A&R Credit Agreement or the Other Documents (as defined in the A&R Credit Agreement) as in effect prior to the Closing Date and which remain outstanding as of the Closing Date, except (ii) the Obligations (as otherwise provided defined in this the A&R Credit Agreement) under the A&R Credit Agreement and the Other Documents (includingas defined in the A&R Credit Agreement) are in all respects continuing (as amended and restated and converted hereby and which are in all respects hereafter subject to the terms herein) and (iii) the Liens and security interests as granted under the A&R Credit Agreement and the Other Documents (as defined in the A&R Credit Agreement) securing payment of such Obligations (as defined in the A&R Credit Agreement) are in all respects continuing and in full force and effect and reaffirmed hereby (in each case, without limitation, clause (b) of this Section 13.22as amended and restated hereby and in all respects hereafter subject to the terms herein), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all The parties hereto acknowledge and agree that on and after the Closing Date, (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder Agreement shall be deemed to refer to this Agreement the A&R Credit Agreement, as amended and the continuation of the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any section (or subsection) of the Guarantee A&R Credit Agreement shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the A&R Credit Agreement, as amended and restated hereby. (c) The parties hereto acknowledge and agree that this amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and conditions of the A&R Credit Agreement and the Security Other Documents are reaffirmed and (as defined in the A&R Credit Agreement) remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementunless otherwise specifically amended hereby or by any Other Documents.

Amendment and Restatement. (a) The Credit Loan Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.2214.20), shall be superseded by this AgreementAgreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Loan Parties shall continue to be liable to each Indemnified Person Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Collateral Documents and the other Credit Documents Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee this Agreement after giving effect to this Agreement.

Amendment and Restatement. (a) The Credit PartiesOn the Restatement Effective Date, the Administrative Agent, the Letter of Existing Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the terms Administrative Agent’s and provisions the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part obligations incurred under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityAgreement. (c) By execution of this Agreement all parties hereto agree that On and after the Restatement Effective Date, (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the continuation of the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any Article, Section or sub-clause of the Guarantee Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and (iii) except as the Security context otherwise provides, on or after the Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementunless otherwise specifically amended hereby or by any other Loan Document.

Amendment and Restatement. It is the intention of the parties hereto that this Agreement amends, restates, supersedes and replaces the Existing A&R Credit Agreement in its entirety; provided, that, (a) The such amendment and restatement shall operate to renew, amend, modify, and extend all of the rights, duties, liabilities and obligations of the Borrower under the Existing A&R Credit PartiesAgreement and under the Existing Loan Documents, which rights, duties, liabilities and obligations are hereby renewed, amended, modified and extended, and shall not act as a novation thereof, and (b) the Administrative Agent, Liens securing the Letter of Indebtedness under and as defined in the Existing A&R Credit Issuer, the Swingline Lender Agreement and the Lenders hereby agree that upon rights, duties, liabilities and obligations of the effectiveness of this AgreementBorrower and the Guarantors under the Existing A&R Credit Agreement and the Existing Loan Documents to which they are a party shall not be extinguished but shall be carried forward and shall secure such Indebtedness, the terms obligations and provisions liabilities as amended, renewed, extended and restated hereby. The parties hereto ratify and confirm each of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by Loan Documents entered into prior to the terms and conditions of this Agreement and the terms and provisions of Effective Date (but excluding the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (bA&R Credit Agreement) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the agree that such Existing Debt Facility by this Agreement, the Credit Parties shall Loan Documents continue to be liable legal, valid, binding and enforceable in accordance with their terms (except to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claimsextent amended, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising restated and/or superseded in connection with the Existing Debt Facility. This Agreement is given as a substitution oftransactions contemplated hereby), however, for all matters arising prior to the Effective Date (including the accrual and payment of interest and fees, and not matters relating to indemnification and compliance with financial covenants), the terms of the Existing A&R Credit Agreement (as a payment ofunmodified by this Agreement) shall control and are hereby ratified and confirmed. The Borrower represents and warrants that, as of the Effective Date, there are no claims or offsets against, or defenses or counterclaims to, its obligations (or the obligations of the Credit Parties any Guarantor) under the Existing Debt Facility and is not intended to constitute a novation A&R Credit Agreement or any of the other Existing Debt FacilityLoan Documents. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) The Credit PartiesOn the Restatement Effective Date, the Administrative Agent, the Letter of Existing Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. (b) It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Secured Obligations” under the Loan Documents and that all “Secured Obligations” of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Security Documents, and that this Agreement does not in any way constitute a novation or termination of the Indebtedness, obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (c) The terms and conditions of this Agreement and the terms Administrative Agent’s and provisions the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the obligations incurred under the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Credit Agreement. (bd) Notwithstanding On and after the amendment and restatement of the Existing Debt Facility by this AgreementRestatement Effective Date, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the continuation of the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any Article, Section or sub-clause of the Guarantee Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and (iii) except as the Security context otherwise provides, on or after the Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby. (e) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementunless otherwise specifically amended hereby or by any other Loan Document.

Amendment and Restatement. (a) The Credit Parties, This Agreement shall become effective on the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Restatement Effective Date and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and shall supersede all provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions Receivables Purchase Agreement as of this Agreement such date and the terms Existing Receivables Purchase Agreement shall thereafter be of no further force and provisions effect, except to evidence (i) the incurrence by each of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding Seller and the amendment and restatement Servicer of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part obligations under the Existing Debt Facility to indemnify and hold harmless Receivables Purchase Agreement (whether or not such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given obligations are contingent as a substitution of, and not as a payment of, the obligations of the Credit Parties under Restatement Effective Date), (ii) the Existing Debt Facility representations and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) warranties made by each of the Security Documents Seller and the other Credit Documents is hereby amended Servicer prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such that Existing Receivables Purchase Agreement prior to the Restatement Effective Date. From and after the Restatement Effective Date all references made to the Existing Debt Facility and the Loans and Commitments thereunder shall Receivables Purchase Agreement in any Transaction Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Receivables Purchase Agreement and the continuation is not intended to be or operate as a novation or an accord and satisfaction of the Loans Existing Receivables Purchase Agreement or the obligations and Commitments hereunderliabilities of Seller evidenced or provided for thereunder. Without limiting the generality of the foregoing, (ii) all the Seller agrees that notwithstanding the execution and delivery of this Agreement, the security interest, lien, collateral security or supporting obligations under previously granted to the Guarantee and Administrative Agent in its individual capacity pursuant to the Security Transaction Documents are reaffirmed shall be and remain in full force and effect on a continuous basis after giving effect and that any rights and remedies of the Administrative Agent in its individual capacity thereunder and obligations of the Seller thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all of Seller’s Guaranteed Obligations and liabilities to Administrative Agent and the Purchasers under the Existing Receivables Purchase Agreement as amended and restated hereby. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and (iii) all security interests agree that the “Receivables Purchase Agreement” referred to in the Transaction Documents shall from and liens granted under after the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect date hereof be deemed references to this Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) The that certain Second Amended and Restated Credit PartiesAgreement dated as of March 23, 2021, among the Borrower, the Administrative Agentlenders identified therein and Bank of America, as administrative agent, swing line lender and L/C issuer (the Letter of “Existing Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility ”) shall be and hereby are amended and restated in their its entirety by the terms and conditions of this Agreement (and the terms and provisions this Agreement is not executed in novation of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22Credit Agreement), shall be superseded by this Agreement.; (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part all Obligations under the Existing Debt Facility Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility.Obligations outstanding hereunder; (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Collateral Documents and the other Credit Documents is hereby amended such that all references to Liens created thereunder in favor of Bank of America, N.A., as administrative agent for the benefit of the holders of the Obligations (as defined in the Existing Debt Facility and the Loans and Commitments thereunder Credit Agreement) shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (d) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement; (e) if any Revolving Loans are outstanding under the Existing Credit Agreement on a continuous basis the Closing Date, then each Lender shall make Revolving Loans on the Closing Date, the proceeds of which shall be applied by the Administrative Agent to prepay the outstanding Revolving Loans under the Existing Credit Agreement, in an amount necessary such that immediately after giving effect thereto each Lender holds its Applicable Percentage (with respect to this Agreement and the Revolving Facility) of the outstanding Revolving Loans; (iiif) all security interests and liens granted if any Letters of Credit or Swing Line Loans are outstanding under the Security Documents are reaffirmed and shall continue and secure Existing Credit Agreement on the Obligations hereunder and Closing Date, then on the obligations Closing Date the risk participations of the Guarantors Lenders in each outstanding Letter of Credit and each outstanding Swing Line Loan shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit and Swing Line Loan equals such Lender’s Applicable Percentage (with respect to the Revolving Facility) of each such Letter of Credit and Swing Line Loan; and (g) each Lender that is a party to the Existing Credit Agreement immediately prior to the Closing Date waives, and agrees not to demand from the Borrower any claim under Section 3.05 of the Guarantee after giving effect Existing Credit Agreement for any loss, cost and expense attributable to this the conversion of any Eurodollar Rate Loans (as defined in the Existing Credit Agreement) to Term SOFR Loans on the Closing Date.

Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: (a) The Simultaneously with the Closing Date, the parties hereby agree that the Commitments shall be as set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Credit PartiesAgreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 10.06 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01. (b) Each Borrower, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 13.22)herein, shall be superseded by this Agreement. (bc) Notwithstanding the this amendment and restatement of the Existing Debt Facility by this Credit Agreement, including anything in this Section 1.10, and in any related “Loan Documents” (as such term is defined in the Existing Credit Parties shall continue Agreement and referred to be liable to each Indemnified Person with respect to agreements on their part herein, individually or collectively, as the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Loan Party under the Existing Debt Facility to indemnify Credit Agreement and hold harmless other Prior Loan Documents shall continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than a Loan Party under the Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Indemnified Person from hereunder, and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent (ii) each of this Agreement and the Lenders may be subject arising Notes and any other Loan Document (as defined herein) that is amended and restated in connection with the Existing Debt Facility. This this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Credit Parties Borrowers under the Existing Debt Facility Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Debt Facility. (c) By execution Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that Interest Periods for all references to Eurodollar Rate Loans outstanding under the Existing Debt Facility and Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurodollar Rate Loans and Commitments thereunder shall be deemed to refer to under this Agreement and accrue interest at the continuation Eurodollar Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the Loans and Commitments hereunderdefinition of Applicable Rate in Section 1.01, (ii) all obligations without regard to any margin applicable thereto under the Guarantee and Existing Credit Agreement prior to the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this AgreementClosing Date.

Amendment and Restatement. (a) The Credit PartiesThis Agreement amends and restates the Existing Loan Agreement. All rights, the Administrative Agentbenefits, the Letter of Credit Issuerindebtedness, the Swingline Lender interests, liabilities and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions obligations of the parties to the Existing Debt Facility shall be and Loan Agreement are hereby are renewed, amended and restated in their entirety by according to the terms and conditions provisions set forth herein. This Agreement does not constitute nor shall it result in, a waiver of or release, discharge or forgiveness of any amount payable pursuant to the Existing Loan Agreement or the other Existing Loan Documents or any indebtedness, liabilities or obligations of the Borrower thereunder, all of which are renewed and continued and are hereafter payable and to be performed in accordance with this Agreement and the other Loan Documents. Notwithstanding any prior, temporary mutual disregard of the terms and provisions of any of the Existing Debt FacilityLoan Documents, except as otherwise provided in the Borrower hereby agrees that it shall be required strictly to comply with all of the terms of the Loan Documents on and after the date hereof. Neither this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding nor any other Loan Document extinguishes the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising indebtedness or liabilities outstanding in connection with the Existing Debt Facility. This Agreement is given as a substitution ofLoan Documents, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to nor do they constitute a novation of with respect thereto. All security interests, pledges, assignments and other Liens previously granted by the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references Borrower pursuant to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Loan Documents are reaffirmed hereby renewed and continued, and all such security interests, pledges, assignments and other Liens shall remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all as security interests and liens granted under for the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this AgreementObligations. PRIOR TO THE EFFECTIVE DATE, LOANS AND EXTENSIONS OF CREDIT SHALL CONTINUE TO BE EXTENDED BY THE AGENT TO THE BORROWER PURSUANT TO THE PROVISIONS OF THE EXISTING LOAN AGREEMENT.

Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), certain Lenders, as lenders under the Existing Credit Agreement, hold the Commitments under the Existing Credit Agreement as set forth in Schedule 1.1A to the Existing Credit Agreement (the “Original Commitments”). (b) Simultaneously with the effectiveness of this Agreement on the Effective Date, the parties hereby agree that (i) the Original Commitments shall continue as Commitments hereunder and shall be reallocated to the Lenders on a pro rata basis in accordance with their Commitments and the requisite assignments shall be deemed to be made in such amounts by and between Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by assignment agreements under the Existing Credit Agreement and (ii) the Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall continue hereunder as if such Loans or Letters of Credit were originally made hereunder. Notwithstanding anything to the contrary in Section 10.6 of the Existing Credit Agreement, no other documents or instruments, including any assignment agreement, shall be executed, and no fees payable to the Administrative Agent, in connection with the assignments herein shall be payable. On the Effective Date, the Lenders shall make full cash settlement with the Administrative Agent (as the Administrative Agent may direct or approve) with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s pro rata basis in the unpaid balance of Loans and Letters of Credit outstanding shall be in accordance with their Commitments as set forth on Schedule 1.1A. (c) The Credit PartiesBorrower, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Issuing Lenders and the Lenders hereby consent to the foregoing assignments and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and are hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 13.22)herein, shall be superseded by this Agreement. (bd) Notwithstanding the anything in this amendment and restatement of the Existing Debt Facility by this Credit Agreement, including anything in this Section 10.19, and in any other Loan Document (as defined in the Existing Credit Parties shall continue Agreement and referred to be liable to each Indemnified Person with respect to agreements on their part herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Debt Facility to indemnify Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and hold harmless such Indemnified obligations owing by any Person from under each Existing Loan Document shall continue under the corresponding amended and against all claims, demands, liabilities, damages, losses, costs, charges restated Loan Document and expenses to which the Administrative Agent (iii) each of this Agreement and the Lenders may be subject arising any other Existing Loan Document that is amended and restated in connection with the Existing Debt Facility. This this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Credit Parties Borrower under such Existing Loan Document, and neither the Existing Debt Facility execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is not intended to constitute constitute, a novation of the Existing Debt Facility. (c) By execution Credit Agreement or of this Agreement all parties hereto agree that (i) each any of the Security other Existing Loan Documents or any obligations thereunder. From and after the other Credit Documents is hereby amended such that Effective Date, all references to the Existing Debt Facility and the existing Loans and Commitments thereunder outstanding Letters of Credit shall be deemed to refer to this Agreement and the continuation of the continue as Loans and Commitments Letters of Credit hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) The Credit PartiesObligors, the Administrative Agent, the Letter of Credit IssuerCanadian Administrative Agent, the Multi-Currency Payment Agent, the Issuing Banks, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this AgreementClosing Date, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise provided in this Agreement (including, without limitation, clause paragraph (b) of this Section 13.2212.18), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility Credit Agreement by this Agreement, the Credit Parties Obligors shall continue to be liable in accordance with the terms and subject to the limitations set forth in the Existing Credit Agreement to each Indemnified Person indemnitee under Section 12.04 of the Existing Credit Agreement with respect to agreements on their part under the Existing Debt Facility Credit Agreement to indemnify and hold harmless such Indemnified Person indemnitee from and against all claims, demandslosses, liabilities, damagesclaims, losses, costs, charges and expenses damages to which the Administrative Agent and the Lenders such indemnitee may be subject arising in connection with the Existing Debt FacilityCredit Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties Obligors under the Existing Debt Facility Credit Agreement and is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement. (c) By execution of this Agreement all parties hereto agree that on and after the Closing Date (i) each of the Security Documents and the other Credit Documents relevant Basic Document is hereby amended such that all references to the Existing Debt Facility Credit Agreement and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee Parent Guaranty, the Company Guaranty, the Subsidiary Guaranty and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement Agreement, subject to any applicable limitations and conditions set forth therein, and (iii) all security interests and liens granted under the Security Documents and the other Basic Documents are reaffirmed and shall continue and secure the Obligations obligations hereunder and thereunder, and the obligations of the Guarantors Obligors under the Guarantee Parent Guaranty, the Company Guaranty, the Subsidiary Guaranty and the other Basic Documents after giving effect to this AgreementAgreement and the Parent Guaranty, the Company Guaranty and the Subsidiary Guaranty are reaffirmed subject to any applicable limitations and conditions set forth therein. After giving effect to this Agreement and the transactions contemplated hereby, neither the modification of the Existing Credit Agreement effected pursuant to this amendment and restatement nor the execution, delivery, performance or effectiveness of this Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to the Basic Documents, and such Liens continue unimpaired with the same priority to secure repayment of all obligations purported to be secured thereby, whether heretofore or hereafter incurred, or (ii) requires that any new filings be made or other actions taken to perfect or to maintain the perfection of such Lien.

Amendment and Restatement. (a) The This Agreement amends and restates in its entirety the Existing Credit PartiesAgreement, and from and after the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreementdate hereof, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety superseded by the terms and conditions of this Agreement and the terms and provisions of this Agreement, and this Agreement is not a new or substitute credit agreement or novation of the Existing Debt FacilityCredit Agreement. The Borrower and each Guarantor hereby agrees that all Liens securing the “Secured Obligations” (as defined in the Existing Credit Agreement) shall continue in full force and effect to secure the Secured Obligations. Concurrently with the occurrence of the Closing Date, except (a) the parties hereto acknowledge and agree that the Liens created by the mortgages and deeds of trust securing the Existing Credit Agreement and the Security Instruments (as otherwise provided defined in this Agreement (includingthe Existing Credit Agreement) shall be carried forward to secure the Secured Obligations and evidenced by the Security Instruments and have not been released or impaired in any way, without limitation, clause (b) of this Section 13.22)the Administrative Agent, shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part in its capacity as administrative agent under the Existing Debt Facility Credit Agreement and as holder, mortgagee or beneficiary of the collateral under or pursuant to indemnify the Loan Documents (as defined in the Existing Credit Agreement) hereby assigns, transfers and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses conveys to which the Administrative Agent and the Lenders may be subject arising Agent, without recourse or warranty, all Liens granted to it in connection with the Existing Debt Facility. This Agreement is given as a substitution ofCredit Agreement, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents Instruments, which are being amended and restated on the Closing Date and all other Credit Documents is hereby amended ancillary documents executed in connection with such that all references to Security Instruments shall supersede and replace in their entirety each such Security Instrument (as defined in the Existing Debt Facility Credit Agreement) as in effect immediately prior to such amendment and restatement and all ancillary documents executed in connection therewith and all such superseded agreements and ancillary documents shall be of no further force and effect and (d) the Loans and Commitments thereunder Existing Letters of Credit shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations issued under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) The Credit PartiesThis Agreement amends, restates, replaces and supersedes in its entirety the Administrative AgentPrior Agreement; provided, however, nothing contained herein shall impair the Letter of Credit Issuer, liens and security interests established or continued by the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Prior Agreement, which liens and security interests shall continue in full force and effect. All “Pledged Mortgage Loans” (as defined in the terms Prior Agreement) which are owned by the Borrower and provisions included in the “Borrowing Base” (as defined in the Prior Agreement) under the Prior Agreement as of the date hereof (the “Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22Pledged Mortgage Loans”), shall be superseded by included in the Borrowing Base as Pledged Mortgage Loans under this Agreement as if originally funded with Advances under this Agreement so long as such Existing Pledged Mortgage Loans meet all of the requirements for eligibility and inclusion in the Borrowing Base under this Agreement. , provided, however, (a) the Warehouse Periods for such Existing Pledged Mortgage Loans shall commence from the time such Existing Pledged Mortgage Loans were first included in the “Borrowing Base” (as defined in the Prior Agreement) under the Prior Agreement, and (b) Notwithstanding the amendment and restatement of the such Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Pledged Mortgage Loans and Commitments thereunder shall be deemed to refer to comply with the requirement of paragraph (l) of the definition of “Eligible Mortgage Loan” under this Agreement and if the continuation date of each underlying Mortgage Note for such Existing Pledged Mortgage Loans was not earlier than 30 days prior to the date such Existing Pledged Mortgage Loans and Commitments hereunder, were first included in the “Borrowing Base” (iias defined in the Prior Agreement) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Prior Agreement.

Amendment and Restatement. (a) The Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this This Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the constitutes an amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person Agreement effective from and against all claims, demands, liabilities, damages, losses, costs, charges after the Restatement Date. The execution and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This delivery of this Agreement is given as a substitution of, and shall not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of any indebtedness or other obligations owing to the lenders or the administrative agent under the Existing Debt Facility. (c) By Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement all Agreement. The parties hereto agree that (i) each of that, on the Security Documents and Restatement Date, the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder following shall be deemed to refer occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement Agreement; (b) the Collateral Documents and the continuation Liens created thereunder in favor of Bank of America, N.A., as administrative agent and Bank of America, National Association, acting through its Canada branch, as Canadian administrative agent, for the benefit of the Loans and Commitments hereunder, holders of the Obligations (iias defined in the Existing Credit Agreement) all obligations under the Guarantee and the Security Documents are reaffirmed and shall remain in full force and effect with respect to the Obligations (as defined in this Agreement) and are hereby reaffirmed; (c) all Loan Obligations under the Existing Credit Agreement outstanding on a continuous basis after giving effect the Restatement Date shall in all respects be continuing and be deemed to this Agreement Obligations outstanding hereunder; and (iiid) all security interests and liens granted under references in the Security other Loan Documents are reaffirmed and to the Existing Credit Agreement shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made in accordance with Section 11.01 of the Existing Credit Agreement. All loans and other obligations, including liens and security interests, of the Loan Parties outstanding as of the Restatement Date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit made on the Restatement Date, reflect the Commitments of the Lenders hereunder.

Amendment and Restatement. (a) The Credit PartiesIn order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrowers, the Administrative AgentAgent and the Lenders: The Borrowers, the Letter of Credit Issuer, the Swingline Lender Administrative Agent and the Lenders hereby agree that upon that, on the effectiveness of this AgreementClosing Date, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 13.22)herein, shall be superseded by this Agreement. (b) . Notwithstanding the this amendment and restatement of the Existing Debt Facility by this Credit Agreement, including anything in this Section 10.22, and of any related “Loan Documents” (as such term is defined in the Existing Credit Parties shall continue Agreement and referred to be liable to each Indemnified Person with respect to agreements on their part herein, individually or collectively, as the “Prior Loan Documents”), (a) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Debt Facility Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to indemnify and hold harmless such Indemnified Person from and against all claimsthe extent not repaid on or before the Closing Date, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent (b) each of this Agreement and the Lenders may be subject arising Notes and any other Loan Document (as defined herein) that is amended and restated in connection with the Existing Debt Facility. This this Agreement is given as a substitution offor, and not as a payment of, the obligations indebtedness, liabilities and Existing Obligations of the Credit Parties Borrowers and each Loan Party under the Existing Debt Facility Credit Agreement or any other Prior Loan Document and (c) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Debt Facility. (c) By execution Credit Agreement or of this Agreement all any of the other Prior Loan Documents or any obligations thereunder. The parties hereto hereby agree that (i) each on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and (ii) the transactions contemplated under this Section 10.22 shall not give rise to any obligation of the Security Documents and Borrowers to make any payment under Section 3.04 or 3.05 of the Existing Credit Agreement (other Credit Documents is hereby amended than with respect to obligations to make such that all references payments to any lender party to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Credit Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on who is not also a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect party to this Agreement).

Amendment and Restatement. (a) The Credit PartiesOn the Restatement Effective Date, the Administrative Agent, the Letter of Existing Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the terms Agents’ and provisions the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part obligations incurred under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityAgreement. (c) By execution of this Agreement all parties hereto agree that On and after the Restatement Effective Date, (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the continuation of the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any Article, Section or sub-clause of the Guarantee Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and (iii) except as the Security context otherwise provides, on or after the Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementunless otherwise specifically amended hereby or by any other Loan Document.

Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: (a) Simultaneously with the date hereof, the parties hereto hereby agree that (i) the Revolving Commitments shall be as set forth in Schedule 2.01 and the portion of Revolving Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Revolving Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Lenders and from each Revolving Lender to each other Revolving Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, and (ii) the Domestic Term Loan Commitments shall be zero and the portion of Domestic Term Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be reallocated in accordance with each Domestic Term Loan Lender’s Applicable Percentage set forth in Schedule 2.01 and the requisite assignments shall be deemed to be made in such amounts by and between the Domestic Term Loan Lenders and from each Domestic Term Loan Lender to each other Domestic Term Loan Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Revolving Lenders and the Domestic Term Loan Lenders, respectively, shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Revolving Lender’s Applicable Revolving Percentage and each Domestic Term Loan Lender’s Pro Rata Share of the Domestic Term Loans shall be as set forth on Schedule 2.01. (b) The Credit PartiesBorrowers, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 13.22)herein, shall be superseded by this Agreement. (b) . Notwithstanding the this amendment and restatement of the Existing Debt Facility by this Credit Agreement, including anything in this Section 1.01, and in any related “Loan Documents” (as such term is defined in the Existing Credit Parties shall continue Agreement and referred to be liable to each Indemnified herein, individually or collectively, as the “Existing Loan Documents”) (i) all of the indebtedness, liabilities and obligations owing by any Person with respect to agreements on their part under the Existing Debt Facility to indemnify Credit Agreement and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which other Existing Loan Documents outstanding as of the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given Closing Date shall continue as a substitution ofObligations hereunder, and not (ii) neither the execution and delivery of this Agreement and any other Loan Document (as a payment of, defined herein) nor the obligations consummation of the Credit Parties under the Existing Debt Facility and any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Debt Facility. Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder outstanding as of the Closing Date. Notwithstanding the foregoing, each Lender holding a Note issued under the Existing Credit Agreement (cthe “Existing Notes”) By execution hereby agrees that it is accepting a Note or Notes hereunder in substitution of this its Existing Note(s) and such Existing Note(s) shall be destroyed and the terms thereof shall be null and void. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrowers shall pay all parties hereto accrued interest with respect to such Loans, and the Borrowers shall furnish to the Administrative Agent Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree that (i) each the transactions contemplated under this Section 1.01 shall not give rise to any obligation of any Borrower to make any payment under Section 3.04 or 3.05 of the Security Documents and the other Existing Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) The Credit PartiesTHIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT REPLACES THE EXISTING CREDIT AGREEMENT. THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT IS NOT INTENDED TO CONSTITUTE, AND DOES NOT CONSTITUTE, A NOVATION OR SATISFACTION OF THE OBLIGATIONS REPRESENTED BY THE EXISTING CREDIT AGREEMENT. (b) Simultaneously with the effectiveness of this Agreement on the Closing Date, the Administrative Agentparties hereby agree that, notwithstanding the provisions regarding assignments set forth in Section 11.8 hereof and Section 11.8 of the Existing Credit Agreement, the Letter Commitments and Ratable Shares shall be as set forth in Schedule 1.1(B), and the portion of the outstanding Loans and participations with respect to Letters of Credit Issuer, and Swing Loans outstanding under the Swingline Lender Existing Credit Agreement shall be reallocated in accordance with such Ratable Shares and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumption Agreements (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 11.8 of the Existing Credit Agreement or Section 11.8 of this Agreement, no other documents or instruments, including any Assignment and Assumption Agreements, shall be executed in connection with these assignments (all of which requirements are hereby agree that upon waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption Agreement. On the Closing Date and substantially concurrently with the effectiveness of this Agreement, to the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreementextent necessary, the Credit Parties Lenders shall continue to be liable to make full cash settlement with each Indemnified Person other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to agreements on their part under the Existing Debt Facility to indemnify all such assignments and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended reallocations such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to such settlements each Lender’s Ratable Shares with respect to the Commitments shall be as set forth on Schedule 1.1(B) of this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder Agreement, and the obligations outstanding Loans and participations with respect to Letters of Credit and Swing Loans shall be held by the Guarantors under the Guarantee after giving effect to this AgreementLenders in accordance with such Ratable Shares.

Amendment and Restatement. It is the intention of the parties hereto that this Agreement amends, restates, supersedes and replaces the Existing Credit Agreement in its entirety (a) The Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree other than that upon the effectiveness of this Agreement, the terms and provisions portion of the Existing Debt Facility shall be and hereby are Credit Agreement which is amended and restated in their its entirety by the terms Amended and conditions Restated Gulf Credit Agreement); provided, that, (a) such amendment and restatement shall operate to renew, amend, modify, and extend all of this the rights, duties, liabilities and obligations of the applicable Loan Parties under the Existing Credit Agreement and under the Existing Loan Documents, which rights, duties, liabilities and obligations are hereby renewed, amended, modified and extended, and shall not act as a novation thereof, (b) the Liens granted by any Borrower and each other Loan Party securing the Existing Obligations and the rights, duties, liabilities and obligations of the Loan Parties under (and as defined in) the Existing Credit Agreement and the terms Existing Loan Documents to which they are a party shall not be extinguished but shall be carried forward and provisions shall secure such Existing Obligations, obligations and liabilities as amended, renewed, extended and restated hereby and (c) the Existing Credit Agreement shall also be amended and restated in its entirety by the Amended and Restated Gulf Credit Agreement. The parties hereto ratify and confirm each of the Existing Debt Facility, except as otherwise provided in this Agreement Loan Documents entered into prior to the Closing Date (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of but excluding the Existing Debt Facility by this Credit Agreement, the Credit Parties shall ) and agree that such Existing Loan Documents continue to be liable legal, valid, binding and enforceable in accordance with their terms (except to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claimsextent amended, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising restated and/or superseded in connection with the Existing Debt Facility. This Agreement is given as a substitution oftransactions contemplated hereby), however, for all matters arising prior to the Closing Date (including the accrual and payment of interest and fees, and not matters relating to indemnification and compliance with financial covenants), the terms of the Existing Credit Agreement (as a payment ofunmodified by this Agreement) shall control and are hereby ratified and confirmed. Each of Holdings and Crimson Operating represents and warrants that, as of the Closing Date, there are no claims or offsets against, or defenses or counterclaims to, its obligations (or the obligations of the Credit Parties any Guarantor) under the Existing Debt Facility and is not intended to constitute a novation Credit Agreement or any of the other Existing Debt Facility. (c) By execution of Loan Documents. The Gulf Entities are executing this Agreement all parties hereto agree that (i) each for the sole purpose of the Security Documents evidencing their agreement to Section 9.22 and the this Section 9.23 only and for no other Credit Documents is hereby amended such that all references to the Existing Debt Facility purpose and the Loans and Commitments thereunder shall be deemed to refer to have no obligations under this Agreement except as set forth in Section 9.22 and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this AgreementSection 9.23.

Amendment and Restatement. The parties hereto agree that on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) The the Existing Credit PartiesAgreement shall be deemed to be amended and restated in its entirety in the form of this Agreement; (b) the Loans shall serve to extend, renew and continue, but not to extinguish or novate, the Administrative AgentExisting Loans and the corresponding promissory notes and to amend, restate and supersede, but not to extinguish or cause to be novated the Existing Obligations under, the Letter of Existing Credit IssuerAgreement; (c) the Borrower hereby agrees that, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part Loans outstanding under the Existing Debt Facility to indemnify Credit Agreement and hold harmless such Indemnified Person from all accrued and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder unpaid interest thereon shall be deemed to refer to be outstanding under and payable by this Agreement and the continuation Agreement; (d) all Existing Obligations (including any Existing Obligations that have accrued, but are not payable, as of the Loans Closing Date) shall, to the extent not paid on the Closing Date, be deemed to be Obligations outstanding (and Commitments hereunderin the case of any accrued Existing Obligations that have accrued, (ii) all obligations but are not payable, as of the Closing Date, such accrued Existing Obligations shall be paid on the date or dates that such Existing Obligations were due under the Guarantee and Existing Agreement); (e) the Security Documents are reaffirmed and Liens in favor of Administrative Agent securing payment of the Existing Obligations shall remain in full force and effect on a continuous basis after giving effect with respect to the Obligations and are hereby reaffirmed in accordance with the Security Documents; and (f) the parties acknowledge and agree that this Agreement and (iii) the other Loan Documents do not constitute a novation, payment and reborrowing or termination of the Existing Obligations and that all security interests such Existing Obligations are in all respects continued and liens granted outstanding as Obligations under this Agreement with only the Security Documents are reaffirmed terms being modified from and shall continue and secure after the Obligations hereunder effective date of this Agreement as provided in this Agreement and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementother Loan Documents.

Amendment and Restatement. (a) The Credit PartiesBorrower, Holdings, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender L/C Issuer and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22)the next paragraph, shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility Credit Agreement by this Agreement, the Credit Parties Borrower and Holdings shall continue to be liable to each Indemnified Person the Administrative Agent and the Lenders with respect to agreements on their the part of the Borrower and Holdings under the Existing Debt Facility Credit Agreement to indemnify and hold harmless such Indemnified Person the Administrative Agent and the Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt FacilityCredit Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties Borrower and Holdings under the Existing Debt Facility Credit Agreement and is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement. Upon the effectiveness of this Agreement all amounts outstanding and owing by Borrower under the Existing Credit Agreement shall constitute Credit Extensions hereunder. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Collateral Documents and the other Credit Loan Documents is hereby amended such that all references to the Existing Debt Facility Credit Agreement and the Loans and Commitments thereunder shall be deemed to refer to this Credit Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under each of the Guarantee and the Security Documents are Guaranties is reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this AgreementGuaranties.

Amendment and Restatement. (a) The Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Term Loan Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Term Loan Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.2213.23), shall be superseded by this Agreement. Upon the effectiveness of this Agreement, each Credit Document that was in effect immediately prior to the date of this Agreement shall continue to be effective on its terms unless otherwise expressly stated herein. (b) Notwithstanding the amendment and restatement of the Existing Debt Term Loan Facility by this Agreement, the Credit Parties shall continue to be liable (i) to each Indemnified Person with respect to agreements on their part under the Existing Debt Term Loan Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Term Loan Facility and (ii) for the Obligations (as defined in the Existing Term Loan Facility) of the Borrower and the other Credit Parties under the Existing Term Loan Facility and the other Credit Documents (as defined in the Existing Term Loan Facility) that remain unpaid and outstanding as of the date of this Agreement and such Obligations shall continue to exist under and be evidenced by this Agreement and the other Credit Documents. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Term Loan Facility and is not intended to constitute a novation of the Existing Debt Term Loan Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) The Credit Parties, It is the Administrative Agent, the Letter intention of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions each of the Existing Debt Facility shall parties hereto that the Original Credit Agreement be and hereby are amended and restated in their entirety by so as to preserve the terms perfection and conditions priority of this all security interests securing indebtedness and obligations under the Original Credit Agreement and the terms that all Indebtedness and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations Obligations of the Credit Parties under hereunder and thereunder shall be secured by the Existing Debt Facility Collateral Documents and is that this Agreement does not intended to constitute a novation of the Existing Debt Facility. obligations and liabilities existing under the Original Credit Agreement provided that all Loans (c) By execution other than Original Term Loans which are not being converted into Tranche C Term Loans), Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are Original Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C Term Loans pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Effective Date). Upon the effectiveness of this Agreement all in accordance with Section 3.1, each Loan Document that was in effect immediately prior to the Effective Date shall continue to be effective, unless the context requires otherwise . The parties hereto further acknowledge and agree that (i) this Agreement constitutes an amendment of the Original Credit Agreement made under and in accordance with the terms of Section 10.5 of the Original Credit Agreement. In addition, unless specifically amended hereby, each of the Security Documents Credit Documents, the Exhibits and Schedules to the other Original Credit Documents is hereby amended such that Agreement shall continue in full force and effect and that, from and after the Effective Date, all references to the Existing Debt Facility and the Loans and Commitments thereunder “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the continuation Tranche B Term Loans shall be deemed to refer to the Tranche C Term Loans. It is further agreed and understood that (i) each Continuing Lender shall have become a party hereto by its execution of the Loans and Commitments hereundera Lender Consent Letter, (ii) all obligations under each Lender with a Revolving Exposure on the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on Effective Date is deemed to be a continuous basis after giving effect to this Agreement party hereto without any further action required of such Lender and (iii) each Agent (other than the Administrative Agent and Collateral Agent) is deemed to be a party hereto without any further action required of such Agent. (i) Each Lender that executes and delivers a signed Lender Consent Letter will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement to convert its Original Term Loans into Tranche C Term Loans on the Effective Date in a like principal amount. By executing the Lender Consent Letter, each Lender agrees to all security interests other provisions of this amendment and liens granted under restatement and to the Security Documents are reaffirmed and shall continue and secure conversion of its Original Term Loan to the Obligations hereunder Company into a Tranche C Term Loan to the Company and the obligations Company will be liable for such Tranche C Term Loans. (ii) Any Person that has agreed, pursuant to a Lender Consent Letter, to provide a Tranche C Term Commitment in a principal amount in excess of the Guarantors principal amount of the Original Term Loans that it holds and is converting into Tranche C Term Loans under Section 10.24(b)(i) will be required to fund in Dollars in immediately available funds on the Guarantee after giving effect Effective Date such amount pursuant to this AgreementSection 2.1(a). By executing a Lender Consent Letter, each Person providing a Tranche C Term Commitment shall be deemed to have become a Lender (if not already so deemed) for all purposes hereof.

Amendment and Restatement. (a) The Credit Partiesundersigned Lenders, to the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of extent a party to the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Revolving Credit Agreement (including, without limitation, clause (b) of this Section 13.22the “Existing Lenders”), shall be superseded by this Agreement. (b) Notwithstanding agree and acknowledge that in connection with the amendment and restatement of the Existing Debt Facility by this AgreementRevolving Credit Agreement pursuant hereto, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claimsBorrower, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Existing Lenders shall make adjustments to (i) the outstanding principal amount of “Revolving Loans” (as defined in the Existing Revolving Credit Agreement, but not any interest accrued thereon prior to the Effective Date or any accrued facility fees under the Existing Revolving Credit Agreement prior to the Effective Date), including the borrowing of such additional “Revolving Loans” (which may include “Eurodollar Loans”, as defined in the Existing Revolving Credit Agreement) and the repayment of “Revolving Loans” (which may include the prepayment or conversion of “Eurodollar Loans”) plus all applicable accrued interest, fees and expenses as shall be subject arising necessary to provide for Revolving Loans by each Lender in the amount of its new Applicable Percentage of all Revolving Loans as of the Effective Date, and (ii) participations in any outstanding “Letters of Credit” (as defined in the Existing Revolving Credit Agreement) issued under the Existing Revolving Credit Agreement, including the Letter of Credit listed on Schedule III attached hereto (the “Existing Letters of Credit”) to provide for each Lender’s participation in such Existing Letters of Credit equal to such Lender’s new Applicable Percentage of the aggregate amount available to be drawn under each such Existing Letter of Credit as of the Effective Date. In connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. foregoing (c) By execution of this Agreement all parties hereto agree that (ia) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder Lender shall be deemed to refer to this Agreement have made an assignment of its outstanding Revolving Loans and “Commitments” (as defined in the continuation of Existing Revolving Credit Agreement) under the Existing Revolving Credit Agreement, and assumed outstanding Revolving Loans and Commitments hereunder, (ii) all obligations of other Existing Lenders under the Guarantee Existing Revolving Credit Agreement, all at the request of the Borrower, as may be necessary to effect the foregoing, and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect each Existing Lender hereby waives any right to this Agreement any reimbursement under Section 2.21 hereof with respect thereto, and (iiib) each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder as of the Effective Date for all security interests and liens granted purposes hereof. Each of the undersigned Existing Lenders, waives any requirement under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect Existing Revolving Credit Agreement that notice with respect to any such borrowing, prepayment or other transaction described in this AgreementSection 10.16 be given.

Amendment and Restatement. (a) The Credit Parties, This Agreement shall become effective on the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Restatement Date and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and shall supersede all provisions of the Existing Debt Facility Original Agreement as of such date. From and after the Restatement Date (a)(i) the commitments of those Lenders under the Original Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule I hereto and hereby (ii) the commitments of those “Lenders” under the Original Agreement that are amended not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and restated cease to have any further force or effect without further action by any Person, (b) all outstanding “Loans” of the Non-Continuing Lenders shall be repaid in their entirety by full (together with all interest accrued thereon and amounts payable pursuant to Section 2.12 of the terms Original Agreement in connection with such payment, and conditions all fees accrued under the Original Agreement through the Restatement Date) on the Restatement Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 2.12 of the Original Agreement as if the outstanding Loans had been prepaid on the Restatement Date), (c) all outstanding “Loans” of the Continuing Lenders, (d) all references made to the Original Agreement in any Facility Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement and (e) all references made to the terms “Borrower” in any Facility Document or in any other instrument or document shall, without further action, be deemed to refer to the Borrower hereunder. The Lenders (other than any Non-Continuing Lenders) each agree to make such purchases and provisions sales of interests in the Existing Debt FacilityLoans and L/C Obligations outstanding on the Restatement Date between themselves so that each Lender Group (other than any Non-Continuing Lenders) is then holding its relevant Lender Group Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations based on their respective Commitments of all Committed Lenders in such Lender Group as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, except if any, as otherwise provided the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, clause (bparticipations in respect of all Letters of Credit ) of this Section 13.22), shall to be superseded by this Agreement. (b) Notwithstanding made in accordance with the amendment and restatement respective Commitments of the Existing Debt Facility by Committed Lenders in such Lender Group from time to time party to this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt FacilityAgreement as provided herein. This Agreement is given as a substitution of, amends and not as a payment of, restates the obligations of the Credit Parties under the Existing Debt Facility Original Agreement and is not intended to constitute be or operate as a novation or an accord and satisfaction of the Existing Debt Facility. (c) By Original Agreement or the indebtedness, obligations and liabilities of the Loan Parties evidenced or provided for thereunder. Without limiting the generality of the foregoing, each party hereto agrees that notwithstanding the execution and delivery of this Agreement all parties hereto agree that (i) each of Agreement, the Security Documents and the other Credit Documents is hereby amended such that all references Liens previously granted to the Existing Debt Administrative Agent pursuant to the Facility and the Loans and Commitments thereunder Documents shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect and that any rights and remedies of the Administrative Agent thereunder and obligations of the parties thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby (except as expressly amended by the Facility Documents) and shall secure all of the Borrower’s indebtedness, obligations and liabilities to the Administrative Agent and the Lenders under the Original Agreement as amended and restated hereby. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and (iii) all security interests and liens granted under agree that the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder “Loan Agreement” and the obligations of “Loan and Servicing Agreement” referred to in the Guarantors under other Facility Documents shall from and after the Guarantee after giving effect Restatement Date be deemed references to this Agreement.. [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]

Amendment and Restatement. (a) The Credit PartiesOn the Closing Date, the Administrative Agent, the Letter of Existing Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Existing Lenders that are Lenders hereunder hereby waive any breakage costs incurred on the Closing Date under Section 3.05 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Closing Date, (iv) except as expressly stated herein or otherwise amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the terms Administrative Agent’s, the Lenders’ and provisions the L/C Issuer’s rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part Indebtedness incurred under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent Credit Agreement and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations Letters of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facilityissued thereunder. (c) By execution of this Agreement all parties hereto agree that On and after the Closing Date, (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the continuation of the Loans restated hereby (as it may be further amended, modified or restated) and Commitments hereunder, (ii) all obligations under references to any section (or subsection) of the Guarantee Existing Credit Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. (d) Except as expressly provided herein or in any other Loan Document, all terms and conditions of the Security Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementunless specifically amended hereby or by any other Loan Document.

Amendment and Restatement. This Agreement amends and restates in its entirety the 2014 Credit Agreement; and the Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (aas all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the 2014 Credit Agreement) shall continue to secure the Obligations hereunder. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Agent and the Lenders hereby acknowledge and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility 2014 Credit Agreement by this AgreementAgreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claimsobligations, demandsloans, liabilities, damagesor indebtedness under the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein) thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein). For the avoidance of doubt, lossesthe Loan Parties, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, acknowledge and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By agree that upon execution of this Agreement all by the parties hereto agree that (i) each of hereto, Hallador Energy Company shall be the Security Documents Borrower hereunder and the other Credit Documents shall no longer be, and is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to released as, a Guarantor under this Agreement and any other Loan Document (but shall be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the continuation of the Loans and Commitments hereunder, (ii) all obligations Borrower under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and any other Loan Documents (iii) all security interests and liens granted under the Security Documents are reaffirmed and but shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementbe bound as a Guarantor).

Amendment and Restatement. (a) The Credit PartiesEach of the Borrower, Manager, Servicer, Seller, Lenders, Agent, Paying Agent and Custodian acknowledge and agree that, upon the satisfaction of the conditions in Section 3.1, on the Restatement Date, the Administrative Agent, the Letter of Original Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Original Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the Original Obligations under the Original Credit Agreement (whether or not such obligations are contingent as of the Restatement Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Date and (iii) any action or omission performed or required to be performed pursuant to such Original Credit Agreement prior to the Restatement Date (including any failure, prior to the Restatement Date, to comply with the covenants contained in such Original Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Potential Default” or “Event of Default” under and as defined in the Original Credit Agreement prior to the Restatement Date. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Obligations” under the Transaction Documents and that all “Obligations” of the Borrower hereunder shall continue to be secured by Liens evidenced under the Security Agreement, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the terms Agent’s and provisions the Lenders’ rights and remedies under this Agreement and the other Transaction Documents shall apply to all of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this obligations incurred under the Original Credit Agreement. (b) Notwithstanding the . This amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given limited as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility written and is not intended a consent to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Transaction Document, each of the Security Transaction Documents shall continue in full force and effect and, from and after the other Credit Documents is hereby amended such that Restatement Date, all references to the Existing Debt Facility and the Loans and Commitments thereunder “Credit Agreement” contained therein shall be deemed to refer to this Agreement Agreement. Additionally, in connection with the foregoing, the Agent consents to (i) the amendment and the continuation restatement of the Loans Original Parent Guaranty and Commitments hereunder, (ii) all obligations under the Guarantee amendment and restatement of (a) the first amended and restated limited liability company agreement of the Borrower (as in effect on the date hereof) and (b) the second amended and restated limited liability company agreement of the Seller (as in effect on the date hereof), in each case in form and substantive acceptable to the Agent. Notwithstanding anything contained herein to the contrary, the Original Parent Guaranty (as amended and restated on the date hereof) and the Security Documents are reaffirmed and obligations contained therein shall remain in full force effect (as amended and effect on a continuous basis after giving effect to this Agreement and (iiirestated) all security interests and liens granted under as of the Security Documents are reaffirmed Restatement Date and shall continue and secure survive the Obligations hereunder and the obligations termination of the Guarantors under Transaction Documents in effect immediately prior to the Guarantee after giving effect to effectiveness of this Agreement.

Amendment and Restatement. (a) The Credit PartiesOn the Restatement Date, the Administrative AgentExisting Credit Agreement shall be amended, the Letter of Credit Issuerrestated and superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement, the Swingline Lender any promissory notes delivered pursuant to Section 2.10(h) and the Lenders hereby agree that other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, refinancing or termination of the obligations under the Existing Credit Agreement as in effect prior to the Restatement Date; (ii) the “Loans” (as defined in the Existing Credit Agreement) have not become due and payable prior to the Restatement Date as a result of the amendment and restatement of the Existing Credit Agreement; (iii) such obligations are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iv) upon the effectiveness of this Agreement, Agreement all loans and letters of credit outstanding under the terms and provisions Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the Existing Debt Facility shall be Loans and hereby are amended and restated in their entirety by Letters of Credit hereunder on the terms and conditions set forth in this Agreement; and (v) the Liens granted under the Existing Credit Agreement and the other Collateral Documents (as defined in the Existing Credit Agreement) securing payment of such obligations are in all respects ratified, confirmed, and continuing and in full force and effect, without interruption or impairment of any kind, after giving effect to this Agreement and the terms other Loan Documents and provisions of the Existing Debt Facilitytransactions contemplated hereby and shall continue to secure the Obligations (as defined herein), except as to the extent such Collateral Documents are amended, restated, modified or otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreementsupplemented on the Restatement Date. (b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of any Loan Party contained in the Existing Credit Agreement, such Loan Party acknowledges and agrees that any causes of action or other rights created prior to the Restatement Date in favor of any Lender and its successors arising out of the representations and warranties of such Loan Party and contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement or any other Loan Document executed in connection therewith prior to the Restatement Date shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are now monetary obligations of the Borrowers as evidenced by this Agreement as provided in Section 2 hereof. (c) All indemnification obligations of any Loan Party pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) with respect to any losses, claims, damages, liabilities and related expenses occurring prior to the Restatement Date shall survive the amendment and restatement of the Existing Debt Facility by Credit Agreement pursuant to this Agreement, . All costs and expenses which were due and owing under the Existing Credit Parties Agreement shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify due and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution ofowing under, and not as a payment ofshall be due and payable in accordance with, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facilitythis Agreement. (cd) By execution of this Agreement all parties hereto agree that (i) On and after the Restatement Date, each of reference in the Security Loan Documents and to the other “Credit Documents is hereby amended such that all references Agreement”, “thereunder”, “thereof” or similar words referring to the Existing Debt Facility Credit Agreement shall mean and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect reference to this Agreement.

Amendment and Restatement. (a) The Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding In connection with the amendment and restatement of the Existing Debt Facility by this AgreementCredit Agreement pursuant hereto, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claimsBorrower, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.15 hereof or Section 2.15 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be subject necessary to effect the foregoing. The parties hereto acknowledge and agree that (a) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Debt FacilityCredit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. This Agreement is given as a substitution of, and not as a payment of, the All indemnification obligations of the Credit Parties Borrower arising under the Existing Debt Facility and is not intended to constitute Credit Agreement (including any arising from a novation breach of the representations thereunder) shall survive to the extent provided in the Existing Debt Facility. (c) By execution of this Credit Agreement all parties hereto agree that (i) each prior to the termination thereof. In addition, as of the Security Documents and the other Effective Date, each Letter of Credit Documents is hereby amended such that all references to outstanding under the Existing Debt Facility and the Loans and Commitments thereunder Credit Agreement shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations have been issued under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) The Credit Parties8.17.1 On the Effective Date, the Amended and Restated Pledge and Security Agreement, dated as of August 1, 2017, among Borrower, Parent and certain subsidiaries of Parent as Debtors thereunder and the Administrative AgentAgent (as in effect immediately before the effectiveness hereof, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this “Existing Agreement, the terms and provisions of the Existing Debt Facility ”) shall be and hereby are amended and restated in their its entirety by the terms and conditions of this Agreement Security Agreement, and the terms Existing Agreement shall thereafter be of no further force and provisions of effect, except that Debtors, the Collateral Agent and the Priority Lien Secured Parties agree that (i) Liens created under the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to exist under and be liable to each Indemnified Person with respect to agreements on their part under evidenced by this Security Agreement and (ii) the Existing Debt Facility Agreement shall continue to indemnify evidence the representations and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses warranties made by Debtors prior to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt FacilityEffective Date. This Security Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Debt FacilityAgreement. (c) By execution 8.17.2 The terms and conditions of this Security Agreement and the Collateral Agent’s and the Priority Lien Secured Parties’ rights and remedies under this Security Agreement and the other Priority Lien Documents shall apply to all parties hereto agree that of the Obligations incurred under the Existing Credit Agreement as amended and restated by the Credit Agreement and the Letters of Credit issued thereunder. 8.17.3 On and after the Effective Date, (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility Agreement (or to any amendment or any amendment and restatement thereof) in the Loans and Commitments thereunder Priority Lien Documents (other than this Security Agreement) shall be deemed to refer to this Agreement the Existing Agreement, as amended and the continuation of the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any section (or subsection) of the Guarantee Existing Agreement or in any Priority Lien Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Security Agreement and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Security Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Agreement, as amended and restated hereby. 8.17.4 This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Priority Lien Document, all terms and conditions of the Priority Lien Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementunless specifically amended hereby or by any other Priority Lien Document.

Amendment and Restatement. (a) The This Agreement is intended to amend and restate and supersede and replace in its entirety the Existing Credit PartiesAgreement, without novation, with the Administrative AgentCommitments set forth herein and the Lenders and L/C Issuers party hereto. Any Lender party to the Existing Credit Agreement not listed in the signature pages hereof shall cease to be a Lender on the Closing Date upon payment of all amounts (except principal) due to it under Section 4.01(d) and all amounts of principal owing to it under Section 10.21(b). Without limiting the generality of the foregoing, on the Closing Date, each Lender listed on the signature pages hereof not previously party to the Existing Credit Agreement shall be and become a Lender hereunder and shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in the Existing Credit Agreement, in order to effect the restructuring of the existing credit facilities as contemplated by this Agreement, (i) all existing Letters of Credit under (and as defined in) the Existing Credit Agreement will be deemed to be Letters of Credit in accordance with this Agreement and (ii) all accrued and unpaid interest, and all accrued and incurred and unpaid fees, costs and expenses payable under the Existing Credit Agreement, including all accrued and unpaid Letter of Credit Issuer, the Swingline Lender Fees under (and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions as defined in) Section 2.3(h) of the Existing Debt Facility shall Credit Agreement, fronting fees under (and as described in ) Section 2.3(i) of the Existing Credit Agreement and all fees and expenses outstanding under Section 10.04(a) and Section 10.4(b) of the Existing Credit Agreement and other similar costs and expenses, will be due and hereby payable on the Closing Date. The Letters of Credit (undrawn or drawn but as yet unreimbursed as of the Closing Date) outstanding under the Existing Credit Agreement on the Closing Date, which are amended specified on Schedule 1.02, shall, following the satisfaction of all conditions precedent as set forth in Section 4.01 to the initial Credit Extension hereunder, be deemed to constitute Letters of Credit issued hereunder in the same manner and restated in their entirety by subject to the same terms and conditions as if issued initially as Letters of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Credit pursuant to Section 13.22), shall be superseded by this Agreement2.03. (b) Notwithstanding On the amendment Closing Date, each “Tranche 1 Loan” and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part “Tranche 2 Loan” under the Existing Debt Facility Credit Agreement shall be deemed to indemnify be a Loan hereunder. Each Lender hereunder shall have the Applicable Percentage as set forth in Schedule 2.01. Each Lender having Loans outstanding on the Closing Date and hold harmless whose Applicable Percentage in respect of such Indemnified Person from Loans has been decreased on the Closing Date, and against all claimseach Lender under the Existing Credit Agreement not continuing as a Lender hereunder, demandsshall be deemed to have assigned on the Closing Date, liabilitieswithout recourse, damages, losses, costs, charges ratably to each Lender increasing its Commitment (an “Increasing Lender”) and expenses to which any new Lender with a Commitment (a “New Lender”) on the Closing Date such ratable portion of such Loans as shall be necessary to effectuate such adjustment. Each Increasing Lender and each New Lender on the Closing Date shall (i) be deemed to have assumed such ratable portion of such Loans and (ii) fund on the Closing Date such assumed amounts to the Administrative Agent and for the Lenders may be subject arising account of each such assigning Lender in connection accordance with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, provisions hereof in the obligations of amount notified to such Increasing Lender or New Lender by the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityAdministrative Agent. (c) By execution The Company ratifies, affirms and acknowledges all of this Agreement all parties hereto agree that (i) each its Obligations in respect of the Security Documents Existing Letters of Credit and related Issuer Documents, and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder Lenders shall be deemed to refer to this have participating interests in the Existing Letters of Credit and related Issuer Documents as of the Closing Date in accordance with their Applicable Percentage as reflected in Schedule 2.01 attached hereto. (d) All previously outstanding promissory notes under the Existing Credit Agreement will be deemed cancelled upon the occurrence of the Closing Date and the continuation issuance of the Loans and Commitments Notes hereunder. Additionally, (ii) all obligations those Lenders party hereto which are also party to the Existing Credit Agreement hereby waive any prior notice requirement under the Guarantee Existing Credit Agreement with respect to the termination of commitments thereunder and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations making of the Guarantors under the Guarantee after giving effect to this Agreementany prepayments thereunder.

Amendment and Restatement. (a) The Credit PartiesBorrower, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Banks and the Lenders hereby Administrative Agent agree that that, upon (i) the effectiveness execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement and the terms and provisions of each Departing Bank shall cease to be a party to the Existing Debt Facility, except Credit Agreement as otherwise provided in this Agreement (including, without limitation, clause (b) evidenced by its execution and delivery of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facilityits Departing Bank Signature Page. This Agreement is given as not intended to and shall not constitute a substitution ofnovation, payment and not as a payment of, the obligations reborrowing or termination of the Credit Parties Obligations under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Credit Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “Loans” made and “Obligations” incurred under (and defined in) the Existing Credit Agreement which are outstanding on the Effective Date shall constitute Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Credit Documents. The commitment of each Bank that is hereby amended such that all references a party to the Existing Debt Facility Credit Agreement shall, on the date hereof, automatically be deemed amended and the Loans only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and Commitments thereunder the “Credit Documents” shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunderCredit Documents, (iib) all obligations constituting “Obligations” under the Guarantee and Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to date hereof shall continue as Obligations under this Agreement and the other Credit Documents, and (iiic) all security interests the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and liens granted loan exposure under the Security Documents Existing Credit Agreement as are reaffirmed necessary in order that Obligations in respect of Loans, Letters of Credit, interest and shall continue fees due and secure payable to a Bank hereunder reflect such Bank’s Commitments on the Obligations hereunder date hereof, and the obligations Borrower hereby agrees to compensate each Bank and each Departing Bank for any and all losses, costs and expenses incurred by such Bank or Departing Bank in connection with the sale and assignment of any Term SOFR Loan on the Guarantors terms and in the manner set forth in Section 2.11 hereof and (d) the existing “Loans” under the Guarantee after giving effect to this AgreementExisting Credit Agreement of each Departing Bank shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Bank’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Bank shall not be a Bank hereunder.

Amendment and Restatement. (a) The This Agreement and the other Credit PartiesDocuments amend and restate the Existing Credit Agreement and the “Credit Documents” (as defined in the Existing Credit Agreement). All rights, benefits, indebtedness, interests, liabilities and obligations of the parties to the Existing Credit Agreement and the agreements, documents and instruments executed and delivered in connection with the Existing Credit Agreement (collectively, the Administrative Agent“Existing Credit Documents”) are hereby renewed, the Letter of Credit Issueramended, the Swingline Lender restated and the Lenders hereby agree that upon the effectiveness of this Agreement, superseded in their entirety according to the terms and provisions set forth herein and in the other Credit Documents (except to the extent otherwise set forth in the Credit Documents). This Agreement does not constitute, nor shall it result in, a waiver of or release, discharge or forgiveness of any amount payable pursuant to the Existing Credit Documents or any indebtedness, liabilities or obligations of the Existing Debt Facility shall Credit Parties thereunder, all of which are renewed and continued and are hereafter payable and to be and hereby are amended and restated performed in their entirety by the terms and conditions of accordance with this Agreement and the terms and provisions other Credit Documents (except to the extent otherwise set forth in the Credit Documents). Neither this Agreement nor any other Credit Document extinguishes any Loans, Letters of Credit or other indebtedness or liabilities outstanding in connection with the Existing Debt FacilityCredit Documents, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreementnor do they constitute a novation with respect thereto. (b) Notwithstanding the amendment All security interests, pledges, assignments and restatement of the Existing Debt Facility other Liens and Guaranties previously granted by this Agreement, the any Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references Party pursuant to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Credit Documents are reaffirmed hereby renewed and continued (except to the extent otherwise set forth in the Credit Documents), and all such security interests, pledges, assignments and other Liens and Guaranties shall remain in full force and effect on a continuous basis after giving effect as security for the Obligations in the manner set forth in the Credit Documents. Notwithstanding the terms of any European Security Agreement or the order in which any European Security Agreement is executed, dated or registered, or notice of which is given to any Person, the ranking and priority of the Secured Parties shall be governed by this Agreement and the U.S. Security Agreement. (iiic) all security interests Amounts in respect of interest, fees and liens granted under other amounts payable to or for the Security Documents are reaffirmed and shall continue and secure account of the Obligations hereunder Administrative Agent, the Issuing Lenders and the obligations Lenders shall be calculated (i) in accordance with the provisions of the Guarantors under Existing Credit Agreement with respect to any period (or a portion of any period) ending prior to the Guarantee Closing Date, and (ii) in accordance with the provisions of this Agreement with respect to any period (or a portion of any period) commencing on or after giving effect to this Agreementthe Closing Date.

Amendment and Restatement. (a) The Credit PartiesBorrower, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Banks and the Lenders hereby Agent agree that that, upon (i) the effectiveness execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the “Borrower Obligations” under and as defined in the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) as in effect prior to the date hereof or the Indebtedness created thereunder. The commitment of each Bank that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the date hereof shall continue as Loans and Letters of Credit under (and shall be governed by the terms of) this Agreement and the terms and provisions of the Existing Debt Facilityother Loan Documents, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22)all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Borrower Obligations” under the Existing Credit Agreement with any Bank or any affiliate of any Bank which are outstanding on the date hereof shall continue as Borrower Obligations under this Agreement and the other Loan Documents, (d) any “Revolving Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Revolving Note (if any) issued to such Bank under this Agreement. , (be) Notwithstanding each Departing Bank’s “Commitment” under the Existing Credit Agreement shall be terminated and “Borrower Obligations” owing to it under and in connection with the Existing Credit Agreement shall be repaid by the Borrower, and each Departing Bank shall not be a Bank hereunder, and (f) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Borrower Obligations in respect of Loans, interest and fees due and payable to a Bank hereunder reflect such Bank’s pro rata share on the date hereof, and the Borrower hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Bank in connection with the sale and assignment of any LIBOR Advance on the terms and in the manner set forth herein. Each Bank hereby confirms the Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Agent shall approve in its sole discretion, in connection with the amendment and restatement of the Existing Debt Facility Credit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the Banks (and, for the avoidance of doubt, such modifications may include the addition of Loan Parties and other changes that are otherwise permitted by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person Agent’s authority under or with respect to agreements on their part under such existing Loan Documents or are consistent with changes in provisions included in this Agreement as compared to the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation provisions of the Existing Debt FacilityCredit Agreement). (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) The Credit Partiesparties to this Agreement agree that, on the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this AgreementEffective Date, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith, (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby, or (iv) any deeds of trust, mortgages, liens, security interests or contractual or legal rights securing all or any part of such indebtedness or other obligations. All “Loans” made, and “Obligations” incurred, under and as defined in the Existing Credit Agreement which are outstanding on the Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Effective Date) shall be re-evidenced as Loans of the applicable Class and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the terms and provisions of the Existing Debt Facilityother Loan Documents, except all as otherwise further provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreementbelow. (b) Notwithstanding Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Effective Date and except as otherwise expressly provided herein: i. all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents; ii. the “Revolving Commitments” (as defined in the Existing Credit Agreement) shall continue as Revolving Commitments hereunder as set forth on the Commitment Schedule; iii. subject to the reallocations and other related actions to occur on the Effective Date as contemplated hereby, the “Revolving Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, if any, shall continue as Revolving Loans hereunder on the Effective Date; iv. the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the “Revolving Commitments” and “Revolving Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Credit Exposure hereunder reflects such ▇▇▇▇▇▇’s Applicable Percentage thereof on the Effective Date (and in no event exceeds each such Lender’s Commitment of the applicable Class), and each Loan Party and each Lender and Departing Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Effective Date) that (A) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (B) such reallocation shall satisfy the assignment provisions of Sections 9.02(d) and 9.04 of the Existing Credit Agreement and (C) in connection with such reallocation, sales, assignments or other relevant actions, the Loan Parties shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; v. each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Effective Date are hereby waived and of no force and effect; and (A) the Borrower shall repay in full the “Revolving Loans” (as defined in the Existing Credit Agreement) previously made to the Borrower by the Departing Lender under the Existing Credit Agreement which remain outstanding as of the Effective Date (accompanied by any accrued and unpaid interest and fees thereon), which repayment is being funded by Revolving Loans advanced hereunder on the Effective Date, (B) the Departing Lender’s “Revolving Commitments” under the Existing Credit Agreement shall be terminated, (C) the Departing Lender shall not be a Lender for any purpose hereunder (except to the extent of any indemnification of the Existing Credit Agreement that is meant to continue to apply to the Departing Lender by its express terms), and (D) the Departing Lender shall be released from any obligation or liability under the Existing Credit Agreement. (c) Without limiting the foregoing, each Loan Party party hereto, as debtor, grantor, pledgor, guarantor, or another similar capacity in which such Loan Party grants liens or security interests in its properties or otherwise acts as a guarantor, joint or several obligor or other accommodation party, as the case may be, in each case under the “Loan Documents” as defined in the Existing Credit Agreement, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the “Loan Documents” as defined in the Existing Credit Agreement to which it is a party and (ii) to the extent such Loan Party granted liens on or security interests in any of its properties pursuant to any of the “Loan Documents” as defined in the Existing Credit Agreement, hereby ratifies and reaffirms such grant of security (and any filings with Governmental Authorities made in connection therewith) and confirms that such liens and security interests continue to secure the obligations hereunder as further provided in the Collateral Documents. (d) All indemnification obligations of the Loan Parties pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect pursuant to this Agreement.

Amendment and Restatement. (a) The Credit PartiesBorrowers, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Lenders and the Lenders hereby Administrative Agent agree that that, upon (i) the effectiveness execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 4.1 and 4.2, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as not intended to and shall not constitute a substitution ofnovation, payment and not as a payment of, the obligations reborrowing or termination of the Credit Parties Obligations under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Credit Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Loan Documents as in effect prior to the date hereof or the Indebtedness created thereunder. The commitment of each Lender that is hereby amended such that all references a party to the Existing Debt Facility Credit Agreement shall, on the date hereof, automatically be deemed amended and the Loans only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and Commitments thereunder the “Loan Documents” shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunderLoan Documents, (iib) all obligations constituting “Obligations” under the Guarantee Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the date hereof shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s Pro Rata Share on the date hereof, and the Borrowers hereby agree to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Advance on the terms and in the manner set forth in Section 3.4 hereof and (d) the liens and security interests in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations (as defined in the Security Documents Agreement) securing payment of the Obligations are reaffirmed in all respects continuing and remain in full force and effect on a continuous basis after giving effect with respect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this AgreementObligations.

Amendment and Restatement. (a) The Credit PartiesIn order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrowers, the Administrative AgentAgent and the Lenders: The Borrowers, the Letter of Credit Issuer, the Swingline Lender Administrative Agent and the Lenders hereby agree that upon that, on the effectiveness of this AgreementClosing Date, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 13.22)herein, shall be superseded by this Agreement. (b) . Notwithstanding the this amendment and restatement of the Existing Debt Facility by this Credit Agreement, including anything in this Section 11.24, and of any related “Loan Documents” (as such term is defined in the Existing Credit Parties shall continue Agreement and referred to be liable to each Indemnified Person with respect to agreements on their part herein, individually or collectively, as the “Prior Loan Documents”), (a) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Debt Facility Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to indemnify and hold harmless such Indemnified Person from and against all claimsthe extent not repaid on or before the Closing Date, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent (b) each of this Agreement and the Lenders may be subject arising Notes and any other Loan Document (as defined herein) that is amended and restated in connection with the Existing Debt Facility. This this Agreement is given as a substitution offor, and not as a payment of, the obligations indebtedness, liabilities and Existing Obligations of the Credit Parties Borrowers under the Existing Debt Facility Credit Agreement or any other Prior Loan Document and (c) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Debt Facility. (c) By execution Credit Agreement or of this Agreement all any of the other Prior Loan Documents or any obligations thereunder. The parties hereto hereby agree that (i) each on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and (ii) the transactions contemplated under this Section 11.24 shall not give rise to any obligation of the Security Documents and Borrowers to make any payment under Section 3.04 or 3.05 of the Existing Credit Agreement (other Credit Documents is hereby amended than with respect to obligations to make such that all references payments to any lender party to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Credit Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on who is not also a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect party to this Agreement).

Amendment and Restatement. (a) The Credit PartiesOn the Closing Date, the Administrative Agent, the Letter of Existing Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement. The indebtedness and obligations evidenced by this Agreement and the Loan Documents shall be and shall continue to be secured as set forth in the Existing Credit Agreement, as amended and restated by this Agreement, and all of the Loan Documents prior to the Closing Date, and the Liens granted to the Administrative Agent pursuant to the Loan Documents (as defined in the Existing Credit Agreement) shall continue in full force and effect during the term of this Agreement and any renewals thereof. (b) The terms and conditions of this Agreement and the terms Administrative Agent’s, the Lenders’ and provisions the Issuing Bank’s rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part Obligations incurred under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityAgreement. (c) By execution of this Agreement all parties hereto agree that On and after the Closing Date, (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the continuation of the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any article, section or sub-clause of the Guarantee Existing Credit Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the Security context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Credit Agreement, as amended and restated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementunless otherwise specifically amended hereby or any other Loan Document.

Amendment and Restatement. (a) The Credit Loan Parties, the Administrative AgentAgents, the Letter of Credit IssuerIssuing Bank, the Swingline Lender Lenders and the Lenders hereby agree that upon the effectiveness of this Credit Agreement, the terms and provisions of the Existing Debt Facility Original Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Credit Agreement and the terms and provisions of the Existing Debt FacilityOriginal Credit Agreement, except as otherwise provided in this Credit Agreement (including, without limitation, clause (b) of this Section 13.22§35), shall be superseded by this Credit Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility Original Credit Agreement by this Credit Agreement, the Credit Loan Parties shall continue to be liable in accordance with the terms and subject to the limitations set forth in the Original Credit Agreement to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility Original Credit Agreement to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt FacilityOriginal Credit Agreement. This Credit Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Loan Parties under the Existing Debt Facility Original Credit Agreement and is not intended to constitute a novation of the Existing Debt Facility. (c) Original Credit Agreement. By execution of this Credit Agreement all parties hereto agree that (i) each of the relevant Security Documents Agreements and the other Credit Loan Documents is are hereby amended such that all references to the Existing Debt Facility Original Credit Agreement and the Loans and Commitments thereunder shall be deemed to refer to this Credit Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee Guaranty and the Security Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement Credit Agreement, subject to any applicable limitations and conditions set forth therein and (iii) all security interests and liens granted under the Security Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee Guaranty after giving effect to this AgreementCredit Agreement subject to any applicable limitations and conditions set forth therein. After giving effect to this Credit Agreement and the transactions contemplated hereby, neither the modification of the Original Credit Agreement effected pursuant to this amendment and restatement nor the execution, delivery, performance or effectiveness of this Credit Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Collateral Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens (except as specified in §9.16 with respect to the Mortgages referred to therein).

Amendment and Restatement. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Restatement Closing Date. The Credit Parties, execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent, Agent under the Letter of Existing Credit Issuer, Agreement based on facts or events occurring or existing prior to the Swingline Lender execution and the Lenders hereby agree that upon the effectiveness delivery of this Agreement. On the Restatement Closing Date, the terms and provisions of credit facilities described in the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreementcredit facilities described herein. (b) Notwithstanding On the amendment Restatement Closing Date, (i) all advances and restatement commitments of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified any Person with respect to agreements on their part that is a “Lender” under the Existing Debt Facility Credit Agreement which is not a Lender hereunder (each, an “Exiting Lender”) shall be deemed to indemnify have been assigned to the Lenders hereunder (including via any fronting arrangement with any of the Arrangers), and hold harmless any Person that is a “Lender” under the Existing Credit Agreement which is a Lender hereunder (including via any fronting arrangement with any of the Arrangers) shall be deemed to continue their outstanding advances and commitments under the Existing Credit Agreement as advances and commitments hereunder in their respective Facility, (ii) the Administrative Agent shall make such Indemnified Person from transfers of funds (all such transfers are deemed in compliance with the Loan Documents and against shall supersede any provisions in Section 2.05, 2.13, 10.01 or 10.06 to the contrary) as are necessary in order that the outstanding balance of the Revolving Credit Loans and the Term Loans, as applicable, are in accordance with the Pro Rata Share of the Revolving Credit Commitments and Term Commitments, as applicable, of each of the Lenders hereunder and (iii) there shall have been paid in cash in full all claimsprincipal owed to the Exiting Lenders under the Existing Credit Agreement, demandsand all accrued but unpaid interest, liabilities, damages, losses, costs, charges fees and expenses other amounts owing to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties any lender under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement. (c) By execution of this Agreement all parties hereto agree that Each Loan Party (i) each agrees that the transactions contemplated by this Agreement shall not limit or diminish the obligations of such Person under, or release such Person from any obligations under, any Guaranty, the Security Documents and the Agreement or any other Credit Documents Collateral Document to which it is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereundera party, (ii) all confirms and reaffirms its obligations under the Guarantee and Guaranty, the Security Documents are reaffirmed Agreement and each other Collateral Document to which it is a party and (iii) agrees that the Guaranty, the Security Agreement and each other Collateral Document to which it is a party remain in full force and effect on and are hereby ratified and confirmed. In furtherance of the reaffirmations set forth in this Section 10.24(c), each Loan Party hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuous basis after giving effect security interest in, all Collateral and all proceeds thereof as security for the Obligations, in each case subject to this any applicable terms and conditions set forth in the Guaranty, the Security Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect each other Collateral Document to this Agreementwhich it is a party.

Amendment and Restatement. (a) The Credit PartiesAs of the Effective Date, the Administrative AgentCommitments of certain Lenders under (and as defined in) the Existing Credit Agreement shall be terminated by the Company (such Lenders, the Letter of “Departing Lenders”). The remaining Lenders under (and as defined in) the Existing Credit Issuer, Agreement shall be Banks under this Agreement with Commitments as set forth on the Swingline Lender signature pages hereof. By its execution and the Lenders hereby agree that upon the effectiveness delivery of this Agreement, each Bank that was a Lender under (and as defined in) the terms Existing Credit Agreement hereby consents to the execution and delivery of this Agreement and to the non-pro rata reduction of Commitments (under and as defined in the Existing Credit Agreement) occurring on the Effective Date as a result of the termination of the Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Effective Date, effective immediately following such termination and repayment, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the obligations of the Company and the other Borrowers under the Existing Credit Agreement as in effect prior to the Effective Date (except with respect to the Departing Lenders, except that the provisions of the Existing Debt Facility Credit Agreement that by their express terms survive the termination of the Existing Credit Agreement shall be continue for the Departing Lenders) and hereby (b) such obligations are in all respects continuing (as amended and restated in their entirety by hereby) with only the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except thereof being modified as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding . Without limiting the amendment and restatement generality of the Existing Debt Facility by this Agreementforegoing, after giving effect to the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify Departing Lender Commitment terminations and hold harmless such Indemnified Person from and against all claimsrepayments, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents all “Loans” outstanding under (and the other Credit Documents is hereby amended such that all references to as defined in) the Existing Debt Facility and Credit Agreement shall on the Effective Date become Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations “Letters of Credit” under (and as defined in) the Guarantee and Existing Credit Agreement shall on the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement Effective Date become Letters of Credit hereunder and (iii) all security interests and liens granted other obligations outstanding under the Security Documents are reaffirmed and Existing Credit Agreement shall continue and secure on the Obligations hereunder and the Effective Date be obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) The Pursuant to (i) the Assignment of First Lien Notes, Liens and Security Interest, on the Closing Date $23,350,906.50 of the outstanding amount of principal and interest owing by Borrower and Quest Resource Corporation under the Prior First Lien Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Agreement and the Lenders hereby agree that upon the effectiveness of notes issued pursuant thereto has been refinanced, renewed, rearranged and extended by Loans under this Agreement, (ii) the terms Assignment of Second Lien Notes, Liens and provisions Security Interest, on the Closing Date $27,492,657.50 of the Existing Debt Facility shall be outstanding amount of principal and hereby are amended interest owing by Borrower and restated in their entirety Quest Resource Corporation under the Prior Second Lien Credit Agreement and the notes issued pursuant thereto has been refinanced, renewed, rearranged and extended by the terms and conditions of Loans under this Agreement and (iii) the terms Assignment of Third Lien Notes, Liens and provisions Security Interest, on the Closing Date $20,565,936.00 of the Existing Debt Facilityoutstanding amount of principal and interest owing by Borrower and Quest Resource Corporation under the Prior Third Lien Credit Agreement and the notes issued pursuant thereto has been refinanced, except as otherwise provided in this Agreement (includingrenewed, without limitation, clause (b) of this Section 13.22), shall be superseded rearranged and extended by Loans under this Agreement. (b) Notwithstanding This Agreement amends and restates in its entirety the amendment Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement and restatement Prior Third Lien Credit Agreement, and the Revolving Notes amend, restate, rearrange, extend and renew the Indebtedness under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement and Prior Third Lien Credit Agreement and the promissory notes executed in connection therewith. The Lenders are subrogated to the rights of the Existing Debt Facility by lenders under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement and Prior Third Lien Credit Agreement. All liens and security interests created and existing under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement and Prior Third Lien Credit Agreement shall continue in force and effect to secure the Obligations of Borrower to the Lenders pursuant to the Revolving Notes and this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless Borrower hereby ratifies, adopts and confirms all such Indemnified Person from prior liens and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facilitysecurity interests. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) The Credit Loan Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.2214.20), shall be superseded by this AgreementAgreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Loan Parties shall continue to be liable to each Indemnified Person Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Collateral Documents and the other Credit Documents Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee this Agreement after giving effect to this Agreement. IN WITNESS WHEREOF, Agent, Lenders, Parent Borrower, Co-Borrowers and Guarantors have caused this Agreement to be duly executed as of the day and year first above written.

Amendment and Restatement. (a) The terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit PartiesAgreement are simultaneously hereby amended and restated in its entirety by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and as so amended and restated, replaced and superseded by the Administrative Agentterms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and as of the Letter Closing Date, neither Existing Borrower, Existing Guarantors, and Lender shall be subject to or bound by any of the terms of the Existing Credit Issuer, the Swingline Lender Agreement and the Lenders hereby agree that upon the effectiveness of this Agreement, shall only be subject to or bound by the terms and provisions of this Agreement; except, that, nothing in this Agreement shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the Existing Debt Facility Obligations or any other obligations, liabilities and indebtedness of any Existing Borrower or any Existing Guarantor evidenced by or arising under the Existing Credit Agreement or impair or adversely affect the continuation of the Liens and security interests in the Collateral heretofore granted, pledged and/or assigned by any Existing Borrower or any Existing Guarantor pursuant to or in connection with the Existing Credit Agreement. All Existing Obligations and all other loans, advances and other financial accommodations under the Existing Credit Agreement of any Existing Borrower or any Existing Guarantor to Lender that are outstanding and unpaid as of the Closing Date pursuant to the Existing Credit Agreement or otherwise shall be deemed and hereby shall constitute Obligations of Borrowers and Guarantors under this Agreement which are amended secured by Liens and restated security interests in their entirety by the Collateral pursuant to the terms and conditions of this Agreement and the terms other Loan Documents, and provisions Lender has and shall continue to have a security interest in, and lien upon, the Collateral of Existing Borrower and Existing Guarantors heretofore granted pursuant to the Existing Debt FacilityCredit Agreement and the other Existing Loan Documents, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by well as any Collateral granted under this Agreement, the Credit Parties shall continue other Loan Documents or otherwise granted to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claimsor held by Lender, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising Liens of Lender in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder Collateral shall be deemed to refer to this Agreement be continuously granted and perfected from the continuation earliest date of the Loans granting and Commitments hereunder, (ii) all obligations under the Guarantee perfection of such liens and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations in favor of the Guarantors under the Guarantee after giving effect to this Agreement▇▇▇▇▇▇.

Amendment and Restatement. (a) The This Agreement amends and restates in its entirety the Existing Credit PartiesAgreement effective as of the Closing Date. This Agreement is not intended by the parties to, and shall not constitute, a payment, discharge, satisfaction or novation of any obligation of the Administrative AgentBorrower to the Lenders, including the Letter whole or any item or part of the Borrower Obligations (as defined in the Existing Credit Issuer, the Swingline Lender Agreement) remaining outstanding and owing to any of the Lenders hereby agree that upon until paid in full in accordance with the effectiveness provisions of this Agreement. The Borrower hereby confirms to and agrees with the Agent that the Borrower Obligations (as defined in the Existing Credit Agreement) shall continue in full force and effect in accordance with their respective terms (amended and restated, as applicable, by this Agreement). (b) With effect from the terms and provisions Closing Date, each Loan of each type outstanding under the Credit Facility (as each such term is defined in the Existing Credit Agreement) immediately before the Closing Date shall continue as a Loan of the Existing Debt same type outstanding under the Credit Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of under this Agreement. (c) Each party to this Agreement acknowledges and the terms and provisions of the Existing Debt Facility, except as otherwise provided agrees that notwithstanding anything in this Agreement to the contrary: (i) the LIBOR Loans (as defined in the Existing Credit Agreement) outstanding as of the Closing Date (including, without limitation, clause such LIBOR Loans (bas defined in the Existing Credit Agreement) as set forth in Schedule P hereto and referred to herein collectively as the “Outstanding LIBOR Loans”): (A) constitute part of the Borrower Obligations of the Borrower under this Section 13.22Agreement; (B) shall, unless the Borrower has specified to the contrary pursuant to a Conversion Notice delivered to the Agent in advance of the expiry of the applicable Outstanding LIBOR Loan, automatically convert to a Base Rate Canada Loan without any further notice, action or consent from the Borrower (the applicable date of conversion of such applicable Outstanding LIBOR Loan referred to herein as the “Deemed Conversion Date”); and (C) should an Event of Default occur prior to the applicable expiry date of the applicable Outstanding LIBOR Loan, without limiting anything else contained herein, the Borrower shall immediately pay to the Agent, for and on behalf of the Lenders, an amount equal to the aggregate amount of such applicable Outstanding LIBOR Loan as determined by the Agent, which such amount shall be superseded held by this Agreementthe Agent for and on behalf of the Lenders in satisfaction of the Borrower Obligations to the Lenders in respect of such applicable Outstanding LIBOR Loan. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under relevant defined terms (or any applicable portions thereof) and all relevant provisions (or any applicable portions thereof) of the Guarantee Existing Credit Agreement applicable to and governing the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and Outstanding LIBOR Loans shall continue to apply to and secure govern the Obligations hereunder and the obligations of the Guarantors Outstanding LIBOR Loans under the Guarantee after giving effect to this Agreement, mutatis mutandis, until each Outstanding LIBOR Loan is converted to a Term Benchmark Loan in accordance with Section 1.16(c)(i)(B) on the Deemed Conversion Date.

Amendment and Restatement. (a) The Credit Parties21.1 As stated in the recitals hereof, this Mortgage amends, restates and supersedes the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of Initial Mortgage without novation. Nothing expressed or implied in this Agreement, the terms and provisions of the Existing Debt Facility Mortgage shall be and hereby are amended and restated construed as a release or other discharge of Mortgagor from any of its obligations or liabilities under the Initial Mortgage or any other security agreements, pledge agreements, mortgages, or other loan documents executed in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facilityconnection therewith, except as otherwise provided in (i) to the extent such obligations or liabilities are superseded under this Agreement Mortgage after the date hereof, or (including, without limitation, clause (bii) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part such obligations or liabilities owing to the Initial Mortgagee (including under such documents previously delivered to the Existing Debt Facility Initial Mortgagee under Section 4.2 of the Initial Mortgage), as such obligations or liabilities are transferred to, or replaced or superseded by corresponding obligations or liabilities to indemnify the Mortgagee (including under such documents now delivered to the Mortgagee as assignee of the Initial Mortgagee under Section 4.2 of this Mortgage). Each of Mortgagor and hold harmless such Indemnified Person from Mortgagee hereby confirms and against all claimsagrees that (1) to the extent that the Initial Mortgage purports to assign or pledge to the Initial Mortgagee and its assignees, demandsor to grant to the Initial Mortgagee and its assignees a security interest in or lien on, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given any collateral as a substitution of, and not as a payment of, security for the obligations of Mortgagor from time to time existing in respect of the Credit Parties under Loan Agreement, such pledge, assignment or grant of the Existing Debt Facility security interest or lien is hereby ratified and confirmed in all respects, and (2) the grant of security set forth herein is not a new grant of security and is not intended to constitute a novation reaffirmation of the Existing Debt Facilitygrant of security set forth in the Initial Mortgage. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) The parties hereto agree that, at such time as this Agreement shall have become effective pursuant to the terms of Section 5.01, (a) the Existing Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Agreement automatically shall be deemed amended and restated in its entirety by this Agreement and the Lenders hereby agree that upon the effectiveness of this AgreementCommitments, the terms Loans and provisions of other Obligations under the Existing Debt Facility Credit Agreement and as defined therein automatically shall be and hereby are amended and restated in their entirety entireties by the terms Commitments, Loans and conditions of this Obligations hereunder and (b) each Mortgage executed prior to the Closing Date as security for the Existing Credit Agreement and the terms and provisions of the Existing Debt FacilityObligations described therein (in each case, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless any such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising Mortgage is being amended in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (cthis Agreement) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments Liens created thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on as security for this Agreement and the Obligations described herein and are hereby reaffirmed (as so amended), and all references to the Existing Credit Agreement in each such Mortgage (if not being amended in connection with this Agreement) shall be deemed to refer without further amendment to this Agreement. This Agreement is not a continuous basis novation of the Existing Credit Agreement or the credit facilities, indebtedness and other obligations under the Existing Credit Agreement. It is the intent of the parties to amend and restate the Existing Credit Agreement and the credit facilities provided thereunder, without novation or interruption. (b) At such time as this Agreement shall have become effective pursuant to the terms of Section 5.01, (i) the risk participations of the Lenders hereunder in each outstanding Letter of Credit (including the Existing Letters of Credit) and each outstanding Swing Line Loan shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit and Swing Line Loan equals such Lender’s Applicable Percentage of each such Letter of Credit and Swing Line Loan, and (ii) each Lender that is providing a new or increased Revolving Commitment in connection with this Amendment shall make Revolving Loans the proceeds of which shall be applied by the Administrative Agent to prepay outstanding Revolving Loans of the other Lenders in an amount necessary such that after giving effect to such Borrowing and prepayment each Lender will hold its Applicable Percentage of the Outstanding Amount of all Revolving Loans. Each Eurodollar Rate Loan outstanding as a “LIBOR Loan” under the Existing Credit Agreement immediately prior to giving effect to this Agreement shall maintain the same Interest Period applicable to such Eurodollar Rate Loan immediately prior to giving effect to this Agreement and shall be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the terms of this Agreement. Revolving Loans made by Lenders providing new or increased Revolving Commitments pursuant to clause (iiiii) all security interests above to prepay existing Loans shall have Interest Periods that expire concurrently with the expiration of the Interest Periods that were applicable to the existing Loans so prepaid at the time of prepayment, and liens granted shall be subject to conversion and/or continuation upon expiration of such Interest Periods in accordance with the terms of this Agreement. (c) The Borrowers have delivered to the Administrative Agent true, correct and complete copies of the Coltec Subordinated Note, the Stemco Subordinated Note, the Coltec Subordination Agreement, the Stemco Subordination Agreement, the CIP/GGB Pledge Agreement, the Stemco Pledge Agreement, the Coltec/Stemco Subordinated Guaranty and each other document, agreement or instrument existing on the Closing Date that evidences, governs or secures any of the Indebtedness under the Security Coltec Subordinated Note or the Stemco Subordinated Note (collectively, the “Intercompany Subordinated Debt Documents”). The Loan Parties certify to the Administrative Agent and the other holders of the Obligations that each of the Intercompany Subordinated Debt Documents are reaffirmed is in full force and effect on the Closing Date and no party thereto has assigned any of its rights or obligations under any of the Intercompany Subordinated Debt Documents to any other Person. Each party to the Coltec Subordination Agreement and/or the Stemco Subordination Agreement that is also party to this Agreement hereby reaffirms each such Subordination Agreement and confirms and certifies that each such Subordination Agreement remains effective, notwithstanding the execution, delivery and performance of this Agreement and the other Loan Documents, to subordinate the Indebtedness evidenced by the Coltec Subordinated Note and the Stemco Subordinated Note to the Obligations, on the terms more particularly set forth in such Subordination Agreements. (d) From and after the Closing Date, by execution of this Agreement, each Person identified as a “Lender” on each signature page that is not already a Lender under the Existing Credit Agreement hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Person will be deemed to be a party to this Agreement and a “Lender” for all purposes of this Agreement and shall continue and secure the Obligations hereunder and have all of the obligations of a Lender hereunder as if it had executed the Guarantors under the Guarantee after giving effect to this Existing Credit Agreement.

Amendment and Restatement. (a) The Credit PartiesOn the Restatement Effective Date, the Administrative Agent, the Letter of Existing Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement) . The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portions of such obligations and liabilities (except as set forth herein with respect to Exiting Lenders). (b) The terms and conditions of this Agreement and the terms Administrative Agent’s and provisions the Lender’s rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part obligations incurred under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityAgreement. (c) By execution of this Agreement all parties hereto agree that On and after the Restatement Effective Date, (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the continuation of the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any Article, Section or sub-clause of the Guarantee Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and (iii) except as the Security context otherwise provides, on or after the Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementunless otherwise specifically amended hereby or by any other Loan Document.

Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Revolving Lenders: (a) Simultaneously with the date hereof, the parties hereto hereby agree that the Revolving Commitments shall be as set forth in Schedule 2.01 and the portion of Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Revolving Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Lenders and from each Revolving Lender to each other Revolving Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Revolving Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Revolving Lender’s Applicable Revolving Percentage shall be as set forth on Schedule 2.01. (b) The Credit PartiesBorrowers, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Revolving Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Revolving Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 13.22)herein, shall be superseded by this Agreement. (b) . Notwithstanding the this amendment and restatement of the Existing Debt Facility by this Credit Agreement, including anything in this Section 1.01, and in any related “Loan Documents” (as such term is defined in the Existing Credit Parties shall continue Agreement and referred to be liable to each Indemnified herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Person with respect to agreements on their part under the Existing Debt Facility to indemnify Credit Agreement and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which other Existing Loan Documents outstanding as of the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given Closing Date shall continue as a substitution ofObligations hereunder, and not (ii) neither the execution and delivery of this Agreement and any other Loan Document (as a payment of, defined herein) nor the obligations consummation of the Credit Parties under the Existing Debt Facility and any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Debt Facility. (c) By execution Credit Agreement or of this Agreement all parties hereto agree that (i) each any of the Security other Existing Loan Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments or any obligations thereunder shall be deemed to refer to this Agreement and the continuation outstanding as of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this AgreementClosing Date.

Amendment and Restatement. (a) The Credit PartiesObligors, the Administrative Agent, the Letter of Credit IssuerCanadian Administrative Agent, the Swingline Lender Issuing Banks and the Lenders hereby agree that upon the effectiveness of this AgreementA&R Closing Date, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise provided in this Agreement (including, without limitation, clause paragraph (b) of this Section 13.2212.18), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility Credit Agreement by this Agreement, the Credit Parties Obligors shall continue to be liable in accordance with the terms and subject to the limitations set forth in the Existing Credit Agreement to each Indemnified Person indemnitee under Section 12.04 of the Existing Credit Agreement with respect to agreements on their part under the Existing Debt Facility Credit Agreement to indemnify and hold harmless such Indemnified Person indemnitee from and against all claims, demandslosses, liabilities, damagesclaims, losses, costs, charges and expenses damages to which the Administrative Agent and the Lenders such indemnitee may be subject arising in connection with the Existing Debt FacilityCredit Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties Obligors under the Existing Debt Facility Credit Agreement and is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement. (c) By execution of this Agreement all parties hereto agree that on and after the A&R Closing Date (i) each of the Security Documents and the other Credit Documents relevant Basic Document is hereby amended such that all references to the Existing Debt Facility Credit Agreement and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee Parent Guaranty, the Company Guaranty, the Subsidiary Guaranty and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement Agreement, subject to any applicable limitations and conditions set forth therein, and (iii) all security interests and liens granted under the Security Documents and the other Basic Documents are reaffirmed and shall continue and secure the Obligations obligations hereunder and thereunder, and the obligations of the Guarantors Obligors under the Guarantee Parent Guaranty, the Company Guaranty, the Subsidiary Guaranty and the other Basic Documents after giving effect to this AgreementAgreement and the Parent Guaranty, the Company Guaranty and the Subsidiary Guaranty are reaffirmed subject to any applicable limitations and conditions set forth therein. After giving effect to this Agreement and the transactions contemplated hereby, neither the modification of the Existing Credit Agreement effected pursuant to this amendment and restatement nor the execution, delivery, performance or effectiveness of this Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to the Basic Documents, and such Liens continue unimpaired with the same priority to secure repayment of all obligations purported to be secured thereby, whether heretofore or hereafter incurred, or (ii) requires that any new filings be made or other actions taken to perfect or to maintain the perfection of such Lien.

Amendment and Restatement. The parties hereto agree that, on the Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Credit Agreement; (b) all Obligations (as defined in the Existing Credit Agreement) owing to any Lender that was a lender under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and this Credit Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder; (c) the Guaranty Obligations (as defined in the Existing Credit Agreement) of the Guarantors (as defined in the Existing Credit Agreement) in favor the Secured Parties pursuant to the Existing Credit Agreement shall remain in full force and effect with respect to the Guaranteed Obligations and are hereby reaffirmed; (d) all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Effective Date shall be deemed to be Letters of Credit outstanding on the Effective Date under this Credit Agreement (or shall be backstopped by, Letters of Credit issued under this Credit Agreement or cash collateralized in a manner satisfactory to the issuing banks thereof); and (e) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that this Credit PartiesAgreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.6 of the Existing Credit Agreement. All revolving loans outstanding to lenders under the Existing Credit Agreement immediately prior to the Effective Date that are Lenders hereunder shall, as of the Effective Date, be deemed to be a borrowing of Revolving Loans in an equivalent amount and with the same Interest Period (to the extent applicable for Eurodollar Loans) hereunder as of the Effective Date and in connection therewith, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Borrowers and the Lenders hereby acknowledge and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated revolving commitments in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part effect under the Existing Debt Facility Credit Agreement immediately prior to indemnify and hold harmless such Indemnified Person from and against all claimsthe Effective Date (except, demands, liabilities, damages, losses, costs, charges and expenses to which for the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment ofavoidance of doubt, the obligations revolving commitments of the Credit Parties lenders under the Existing Debt Facility Credit Agreement who are not Lenders hereunder) have been reallocated to the Revolving Commitments set forth on Schedule 2.1 and is not intended the revolving loans outstanding to constitute a novation of lenders under the Existing Debt Facility. (c) By execution of this Credit Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references immediately prior to the Existing Debt Facility Effective Date that are Lenders hereunder have been reallocated as necessary to give effect to the Revolving Commitments, and the Loans and Commitments thereunder such reallocations shall be deemed to refer to this Agreement effective on the Effective Date and the continuation do not require any Assignment and Assumption or any other action of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementany Person.

Amendment and Restatement. (a) The Credit PartiesOn the Restatement Date, the Administrative AgentExisting Credit Agreement shall be amended, restated and superseded in its entirety. Borrower and each Subsidiary Guarantor hereby confirm and agree that all Obligations outstanding under the Existing Credit Agreement immediately prior to the amendment and restatement thereof as contemplated hereby (such Obligations, the Letter “Existing Credit Agreement Obligations”) shall, unless and until paid (including those repayments as of the date hereof), continue to remain outstanding under this Agreement and shall not constitute new Obligations incurred by Borrower on or after the Restatement Date. Borrower and each Subsidiary Guarantor hereby confirm that all Existing Credit IssuerAgreement Obligations are due and owing without offset, the Swingline Lender defense, counterclaim or recoupment of any kind or nature. The parties hereto acknowledge and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms other Restatement Documents, whether executed and provisions delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the Existing Debt Facility, except as otherwise provided in this Credit Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this AgreementObligations. (b) Notwithstanding On the Amendment Date, the First A&R Credit Agreement shall be amended, restated and superseded in its entirety. Borrower and each Subsidiary Guarantor hereby confirm and agree that all Obligations outstanding under the First A&R Credit Agreement immediately prior to the amendment and restatement of the Existing Debt Facility by this Agreementthereof as contemplated hereby (such Obligations, the “Existing A&R Credit Parties Agreement Obligations”) shall continue to be liable to each Indemnified Person with respect to agreements on their part remain outstanding under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement and shall not constitute new Obligations incurred by Borrower on or after the Amendment Date. Borrower and each Subsidiary Guarantor hereby confirm that all Existing A&R Credit Agreement Obligations are due and owing without offset, defense, counterclaim or recoupment of any kind or nature. The parties hereto acknowledge and agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation other documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Existing A&R Credit Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.Obligations

Amendment and Restatement. (a1) The Credit PartiesOn the Closing Date, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Loan Agreement shall be and hereby are amended and restated in their its entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder Loan Agreement in any Loan Document other than this Agreement (including any amendment, waiver or consent) shall be deemed to refer to this the Existing Loan Agreement as amended and the continuation of the Loans and Commitments hereunderrestated hereby, (ii) all references to any section (or subsection) of the Existing Loan Agreement in any Loan Agreement (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Loan Agreement as amended and restated hereby, (iv) the term “Lenders” as defined in the other Loan Documents shall be deemed to refer to the term “Lenders” as amended and restated hereby and (v) each Borrower hereby reaffirms all of its obligations under each of the Guarantee Loan Documents to which it is a party. This Agreement is not intended to constitute, and does not constitute, a novation of the Security Documents are reaffirmed obligations and remain in full liabilities under the Existing Loan Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and liabilities except to the extent expressly provided for herein. (2) On and after the Closing Date, (i) subject to clause (iii) below, the Existing Loan Agreement shall be of no further force and effect on a continuous basis after giving effect except to evidence the incurrence by the Borrowers of the “Obligations” under and as defined therein (whether or not such “Obligations” are contingent as of the Closing Date), (ii) all “Obligations” under the Existing Loan Agreement as of the Closing Date shall be deemed to be Obligations outstanding under this Agreement (whether or not such “Obligations” are contingent as of the Closing Date) and (iii) all security interests and liens granted under the Security Financing Documents are reaffirmed shall survive the execution and delivery of this Agreement and shall continue and to secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementall Obligations.

Amendment and Restatement. (a) The Credit Parties, This Agreement shall become effective on the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Restatement Effective Date and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and shall supersede all provisions of the Existing Debt Facility Credit Agreement as of such date. From and after the Restatement Effective Date, (a)(i) the Commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended, if applicable, pursuant to Section 2.01 and hereby (ii) the Commitments of those Lenders under the Existing Credit Agreement that are amended and restated in their entirety by the terms and conditions of not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the terms respective Commitments of such Continuing Lenders and provisions of those Lenders party to this Agreement that were not Lenders under the Existing Credit Agreement immediately prior to the Restatement Effective Date (the “New Lenders”) in accordance with Section 2.01; (b) all outstanding Loans of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and all fees accrued under the Existing Debt FacilityCredit Agreement through the Restatement Effective Date) on the Restatement Effective Date; and (c) all outstanding Loans of the Continuing Lenders and all interests in outstanding Letters of Credit under the Existing Credit Agreement shall remain outstanding as the initial Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans and L/C Obligations outstanding on the Restatement Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant proportionate share of outstanding Revolving Credit Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Loan Commitments as in effect after giving effect hereto and its proportionate share of the Term Loans based on their Term Loan Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, except if any, as otherwise provided the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, clause (bparticipations in respect of all Swing Line Loans and Letters of Credit) of this Section 13.22), shall to be superseded by this Agreement. (b) Notwithstanding made in accordance with the amendment and restatement respective Commitments of the Existing Debt Facility by this Agreement, the Credit Parties shall continue Lenders from time to be liable time party to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all as provided herein. All references made to the Existing Debt Facility and the Loans and Commitments thereunder shall Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Credit Agreement and the continuation is not intended to be or operate as a novation or an accord and satisfaction of the Loans Existing Credit Agreement or the indebtedness, obligations and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations liabilities of the Guarantors under the Guarantee after giving effect to this AgreementBorrower or any Guarantor evidenced or provided for thereunder.

Amendment and Restatement. (a) The Credit Parties, Each of the Consenting Existing Lenders that are Term Lenders (the “Consenting Existing Term Lenders”) has received that certain election memorandum provided to the Lenders by the Administrative AgentAgent on March 14, 2018 (the Letter of Credit Issuer, “Election Memorandum”) and hereby consents to the Swingline Lender amendment and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions restatement of the Existing Debt Facility shall be Second Amended and hereby are amended and restated Restated Credit Agreement in their its entirety by the terms and conditions of this Agreement on the Third Restatement Date. Each Consenting Existing Lender that is a Revolving Credit Lender (the “Consenting Existing Revolving Lender”) hereby consents to the amendment and the terms and provisions restatement of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Second Amended and Restated Credit Agreement. (b) Notwithstanding Each Consenting Existing Term Lender that executes and delivers a consent to Second Amended and Restated Credit Agreement substantially in the amendment and restatement form of the signature page attached to the Election Memorandum will be deemed to have consented to the matters set forth in this Agreement and shall automatically, and without any notice to any person or any requirement of consent of any person or any further action on the part of such Consenting Existing Debt Facility Term Lender, have their Existing Term Loans prepaid in their entirety. Each such Consenting Existing Term Lender shall, on the Third Restatement Date (immediately after providing such consent), be paid by the Specified Refinancing Term Lenders an amount equal to the outstanding principal amount of their Existing Term Loans so prepaid, including all accrued interest owed as of the Third Restatement Date (except for Consenting Existing Term Lenders that elect the “Cashless Settlement Option” as described in the Election Memorandum, who shall only be paid all accrued interest owed as of the Third Restatement Date and not the principal amount of their Existing Term Loans). Each Specified Refinancing Term Lender hereby agree to make Term Loans pursuant to Section 2.01 of this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution Each Consenting Existing Revolving Lender that executes this Agreement will be deemed to have consented to the matters set forth in this Agreement and shall automatically, and without any notice to any person or any requirement of consent of any person or any further action on the part of such Consenting Existing Revolving Lender, have their Existing Revolving Loans prepaid and terminated in their entirety. Each such Consenting Existing Revolving Lender shall, on the Third Restatement Date be paid by the Borrowers an amount equal to the outstanding fees due on their outstanding Revolving Credit Commitments. Each Specified Refinancing Revolving Lender hereby agree to make Revolving Credit Loans and establish Revolving Credit Commitments pursuant to Section 2.01 of this Agreement all parties hereto agree that Agreement. (id) each Each Consenting Existing Lender, as to itself, hereby waives any indemnity claim for breakage costs under Section 2.16 of the Security Documents Existing Term Loan Agreement in connection with any Breakage Event resulting from the payment in respect of assignment or replacement of its Term Loans as contemplated by this Section 2.27. (e) As of the Third Restatement Date, this Agreement shall amend, and restate as amended, the other Second Amended and Restated Credit Documents is hereby amended such that all references Agreement, but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to the Existing Debt Facility and the Term Loans, Revolving Credit Loans and Revolving Credit Commitments thereunder and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Second Amended and Restated Credit Agreement as amended and restated hereby shall be deemed to refer be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Second Amended and Restated Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and shall remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations effect, each in accordance with its terms, as of the Guarantors under date of delivery or such other date as contemplated by such document, instrument or agreement to the Guarantee after giving effect same extent as if the modifications to the Second Amended and Restated Credit Agreement contained herein were set forth in an amendment to the Second Amended and Restated Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Second Amended and Restated Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto.

Amendment and Restatement. (a) The Credit Parties, the Administrative Agent, the 44 Exhibits and Schedules Exhibit I Definitions Exhibit II-A Form of Purchase Notice Exhibit II-B Form of Letter of Credit IssuerRequest Exhibit III Principal Places of Business of the Seller Parties; Location(s) of Records; Federal Employer Identification Number(s) Exhibit IV Names of Collection Banks; Collection Accounts Exhibit V-1 Form of Seller Compliance Certificate Exhibit V-2 Form of Performance Guarantor Compliance Certificate Exhibit VI Forms of Collection Account Agreements Exhibit VII Form of Assignment Agreement Exhibit VIII Credit and Collection Policy Exhibit IX Form of Contract(s) Exhibit X-1 Form of Monthly Report Exhibit X-2 Form of Weekly Report Exhibit XI Form of Performance Undertaking Schedule A List of Financial Institutions Schedule B List of Documents to be Delivered to the Administrative Agent Schedule C Financial Covenants Relating to the Performance Guarantor TIMKEN RECEIVABLES CORPORATION AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This Amended and Restated Receivables Purchase Agreement dated as of December 30, 2005 is among Timken Receivables Corporation a Delaware corporation ("Seller"), The Timken Corporation, an Ohio corporation, as initial Servicer (the Servicer together with the Seller the "Seller Parties" and each a "Seller Party"), the Swingline Lender entities listed on Schedule A to this Agreement (together with any of their respective successors and the Lenders hereby agree that upon the effectiveness of this Agreementassigns hereunder, the "Financial Institutions"), Jupiter Securitization Corporation ("Company") and JPMorgan Chase Bank, N.A. (successor by merger to JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent") and as letter of credit issuer (in such capacity, the "L/C Issuer"). Unless defined elsewhere herein, capitalized terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided used in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding have the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue meanings assigned to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising terms in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.Exhibit I.

Amendment and Restatement. (1) On the date on which all of the conditions set forth in Section 3.1 have been satisfied (or waived in writing by all of the Lenders in accordance with Section 3.3): (a) The the Existing Parent Credit PartiesAgreement shall be and is hereby amended and restated in the form of this Agreement; (b) all Loans (as that term is defined in the Existing Parent Credit Agreement) and other amounts outstanding under the Existing Parent Credit Agreement prior to the date hereof shall continue to be outstanding under this Agreement and shall be deemed to be Loans and other Obligations owing by the Borrowers to the Lenders under this Agreement under the respective Credit Facility that the Loans in question were issued or advanced, as the Administrative Agentcase may be (for certainty, (i) amounts outstanding under the Letter of Canadian Syndicated Facility (as the term is defined in the Existing Parent Credit IssuerAgreement) are now amounts outstanding under the Canadian Syndicated Facility, (ii) amounts outstanding under the Swingline Lender U.S. Facility (as the term is defined in the Existing Parent Credit Agreement) are now amounts outstanding under the U.S. Syndicated Facility, and (iii) amounts outstanding under the Operating Facility (as the term is defined in the Existing Parent Credit Agreement) are now amounts outstanding under the Canadian Operating Facility; the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent (including the assignment of interests in, or the purchase of participations in, such outstanding Loans) to give effect to the foregoing and to ensure that the aggregate Obligations owing to each Lender are outstanding in proportion to each Lender’s Rateable Portion of all outstanding Obligations after giving effect to the foregoing; provided that, the foregoing provisions of this Section 1.8(1)(b) shall not apply to Bankers’ Acceptances outstanding on the date hereof, such Bankers’ Acceptances being subject to and dealt with pursuant to Section 1.8(1)(c) hereof; and (c) the parties hereby acknowledge that, on the date hereof, Bankers’ Acceptances having terms to maturity ending after the date hereof are outstanding (the “Outstanding BAs”); notwithstanding any provision of this Agreement to the contrary, it is acknowledged and agreed by the parties hereto that all rights and interests of the Lenders in respect of, and any obligation of the Canadian Borrower to pay or reimburse the Lenders in respect of, the Outstanding BAs are solely a risk and for the account of the Lenders based upon their respective Rateable Portions as in effect under the effectiveness Existing Parent Credit Agreement and prior to and without regard to the provisions of this Agreement; from time to time, as the terms Outstanding BAs mature and Rollovers and Conversions are made by the Canadian Borrower in respect thereof, each of the Lenders shall participate in the Loans effecting such Rollovers and Conversions to the full extent of its Canadian Syndicated Facility Commitment and Rateable Portion therein after giving effect to the provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b2) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references References herein to the Existing Debt Facility “date hereof” or similar expressions shall be and the Loans and Commitments thereunder shall be deemed to refer be to this Agreement and the continuation date of the Loans execution and Commitments hereunderdelivery hereof, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementbeing April 1, 2022.

Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: (a) The Simultaneously with the Closing Date, the parties hereby agree that the Commitments shall be as set forth in Schedule 2.01 and the portion of Revolving Credit PartiesLoans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 10.06 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing (b) Each Borrower, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 13.22)herein, shall be superseded by this Agreement. (bc) Notwithstanding the this amendment and restatement of the Existing Debt Facility by this Credit Agreement, including anything in this Section 1.10, and in any related “Loan Documents” (as such term is defined in the Existing Credit Parties shall continue Agreement and referred to be liable to each Indemnified Person with respect to agreements on their part herein, individually or collectively, as the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Loan Party under the Existing Debt Facility to indemnify Credit Agreement and hold harmless other Prior Loan Documents shall continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than a Loan Party under the Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Indemnified Person from hereunder, and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent (ii) each of this Agreement and the Lenders may be subject arising Notes and any other Loan Document (as defined herein) that is amended and restated in connection with the Existing Debt Facility. This this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Credit Parties Borrowers under the Existing Debt Facility Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Debt Facility. (c) By execution Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Revolving Credit Loans owing by the Borrowers and outstanding under the Existing Credit Agreement shall continue as Revolving Credit Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurodollar Rate Loans (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to as defined in the Existing Debt Facility and Credit Agreement) outstanding under the Existing Credit Agreement on the Closing Date shall terminate or, at the Company’s option, pursuant to a Loan Notice, convert to Term SOFR Loans and Commitments thereunder shall be deemed to refer to under this Agreement and accrue interest at Term SOFR hereunder; provided, that on and after the continuation Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Rate in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. The parties hereby agree that the transactions contemplated under this Section 1.10 shall not give rise to any obligation of the Loans and Commitments hereunder, (ii) all obligations Borrower to make any payment under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.Section 3.04 or 3.05

Amendment and Restatement. This Agreement amends and restates in its entirety the 2014 Credit Agreement; and the Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (aas all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the 2014 Credit Agreement) shall continue to secure the Obligations hereunder. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Agent and the Lenders hereby acknowledge and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility 2014 Credit Agreement by this AgreementAgreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claimsobligations, demandsloans, liabilities, damagesor indebtedness under the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein) thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein). For the avoidance of doubt, lossesthe Loan Parties, costs, charges and expenses to which the Administrative Agent and the Lenders may acknowledge and agree that upon execution of this Agreement by the parties hereto, Hallador Energy Company shall be subject arising in connection with the Existing Debt Facility. This Borrower hereunder and shall no longer be, and is hereby released as, a Guarantor under this Agreement is given and any other Loan Document (but shall be bound as a substitution ofBorrower), and not Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement and any other Loan Documents (but shall be bound as a payment ofGuarantor). * “10th AED” shall mean the Tenth Amendment Effective Date For purposes of determining the Applicable Margin, Commitment Fee, and the obligations Applicable Letter of Credit Fee Rate: (a) As of the Credit Parties under Third Amendment Closing Date, pricing shall be fixed at the Existing Debt Facility level and rates that correspond with Level IV of the Pricing Grid, until the date on which a Compliance Certificate for the fiscal period ending March 31, 2020 is due to be delivered in accordance with Section 8.3.3. If a Compliance Certificate is not intended to constitute a novation delivered when due in accordance with Section 8.3.3, then the rates in Level IV shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. (b) Applicable Margin for all Loans (including the Loans with an Interest Period ending after the Tenth Amendment Effective Date and the Tenth Amendment Existing Debt FacilityRevolving Credit Loans), Commitment Fee and the Applicable Letter of Credit Fee Rate (i) applicable to any day prior to the Tenth Amendment Effective Date shall be determined based on the applicable “Prior to the 10th AED” column of the pricing grid and (ii) applicable to the Tenth Amendment Effective Date and any day thereafter shall be determined based on the applicable “On and after the 10th AED” column of the pricing grid. (c) By execution If, as a result of this Agreement all parties hereto agree any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) each the Leverage Ratio as calculated by the Borrower as of the Security Documents any applicable date was inaccurate and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the Issuing Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the Issuing Lender, as the case may be, under Sections 2.9 [Letter of Credit Subfacility] or 4.4 [Interest After Default] or 9 [Default]. The Borrower’s obligations under this paragraph shall survive the Guarantee termination of the Commitments and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) repayment of all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the other Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementhereunder.

Amendment and Restatement. (a) The Credit PartiesOn the Third Restatement Date, the Administrative AgentExisting Credit Agreement amended, restated, superseded and replaced the Second Amended and Restated Credit Agreement, dated as of April 8, 2015, among the Borrower, the Letter of Credit IssuerGuarantors, the Swingline Lender Lenders and the Agent (the “2015 Credit Agreement”), in its entirety. The Existing Credit Agreement constituted an amendment and restatement of the 2015 Credit Agreement and was not, and was not intended by the parties to be, a novation of the 2015 Credit Agreement. The Loans and other Obligations (as defined in the 2015 Credit Agreement) shall continue to be Loans and Obligations under the Existing Credit Agreement pursuant to the terms and conditions set forth therein. Without limiting the foregoing, no Default or Event of Default existing under the 2015 Credit Agreement as of the Third Restatement Date shall be deemed waived or cured by the amendment and restatement thereof, except to the extent such Default or Event of Default would not otherwise be a Default or Event of Default hereunder immediately after giving effect to the provisions thereof. All references in the other Loan Documents and the Second Lien Intercreditor Agreement to the “Credit Agreement” (or similar term referring to the 2015 Credit Agreement) shall be deemed to refer to and mean the Existing Credit Agreement, as the same may be further amended, supplemented, and restated from time to time. (b) The Agent is hereby authorized and directed by the Lenders hereby agree that upon to execute and deliver this Agreement, the effectiveness Second Lien Intercreditor Agreement (or the Second Amendment to Intercreditor Agreement) and any additional Loan Documents entered into in connection with the subject matter of this Agreement, the terms and provisions in its capacity as Agent, and, by its execution below, each of the Existing Debt Facility shall undersigned Lenders agrees to be and hereby are amended and restated in their entirety bound by the terms and conditions of this Agreement, the Second Lien Intercreditor Agreement and the terms and provisions such other Loan Documents. The Agent shall have all of the Existing Debt Facilitybenefits, except as otherwise provided indemnities, powers, privileges, protections and rights contained in this Agreement (including, without limitationfor the avoidance of any doubt, clause (bArticle IX) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given acting in its capacity as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityAgent hereunder. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) The This Agreement is intended to amend and restate and supersede and replace in its entirety the Existing Credit PartiesAgreement, without novation, with the Administrative AgentCommitments set forth herein and the Lenders and L/C Issuers party hereto. Any Lender party to the Existing Credit Agreement not listed in the signature pages hereof shall cease to be a Lender on the Closing Date upon payment of all amounts (except principal) due to it under Section 4.01(d) and all amounts of principal owing to it under Section 10.21(b). Without limiting the generality of the foregoing, on the Closing Date, each Lender listed on the signature pages hereof not previously party to the Existing Credit Agreement shall be and become a Lender hereunder and shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in the Existing Credit Agreement, in order to effect the restructuring of the existing credit facilities as contemplated by this Agreement, (i) all existing Letters of Credit under (and as defined in) the Existing Credit Agreement will be deemed to be Letters of Credit in accordance with this Agreement, (ii) all accrued and unpaid interest, and all accrued and incurred and unpaid fees, costs and expenses payable under the Existing Credit Agreement, including all accrued and unpaid Letter of Credit IssuerFees under (and as defined in) Section 2.03(j) of the Existing Credit Agreement, fronting fees under (and as described in ) Section 2.03(k) of the Swingline Lender Existing Credit Agreement and all fees and expenses outstanding under Section 10.04(a) and Section 10.04(b) of the Lenders hereby agree Existing Credit Agreement and other similar costs and expenses, will be due and payable on the Closing Date, (iii) all loans and other obligations of the Borrowers outstanding as of the Closing Date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that upon the effectiveness Administrative Agent shall take any such actions as set forth in clause (b) below, (iv) all Base Rate Loans (as defined in the Existing Credit Agreement) then outstanding under the Existing Credit Agreement shall continue as Base Rate Loans under this Agreement subject to the definition of “Base Rate” as defined in this Agreement, the terms and provisions of (v) all Alternative Currency Loans (as defined in the Existing Debt Facility Credit Agreement) then outstanding under the Existing Credit Agreement shall be and hereby are amended and restated continue as Alternative Currency Loans in their entirety by respective currencies under this Agreement subject to the terms and conditions of set forth in this Agreement, (vi) all Swing Line Loans (as defined in the Existing Credit Agreement) then outstanding under the Existing Credit Agreement shall continue as Swing Line Loans under this Agreement and subject to the terms hereof and provisions (vii) the Interest Periods for all Eurocurrency Rate Loans (each as defined in the Existing Credit Agreement) then outstanding under the Existing Credit Agreement shall terminate and, at the option of the Company pursuant to a Committed Loan Notice or Swing Line Loan Notice delivered pursuant to Section 4.01 on or prior to the Closing Date, such Loans shall be converted to either Term SOFR Loans, Base Rate Loans or Alternative Currency Loans, as applicable, under this Agreement subject to the terms hereof (or, with respect to the alignment of any Interest Period on the Closing Date, as set forth in the applicable Committed Loan Notice). Each party hereto acknowledges and agrees that, on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date, and each Lender party hereto consents to any early termination of any Interest Periods (as defined in the Existing Credit Agreement) as contemplated by the foregoing clause (vii) and agrees to waive any amounts to which it might otherwise be entitled under Section 3.05 of the Existing Debt FacilityCredit Agreement solely in connection therewith. The Letters of Credit (undrawn or drawn but as yet unreimbursed as of the Closing Date) outstanding under the Existing Credit Agreement on the Closing Date, except which are specified on Schedule 1.02, shall, following the satisfaction of all conditions precedent as otherwise provided set forth in this Agreement (includingSection 4.01 to the initial Credit Extension hereunder, without limitation, clause (b) be deemed to constitute Letters of this Credit issued hereunder in the same manner and subject to the same terms and conditions as if issued initially as Letters of Credit pursuant to Section 13.22), shall be superseded by this Agreement2.03. (b) Notwithstanding Each Lender hereunder shall have the amendment Applicable Percentage as set forth in Schedule 2.01. Each Lender having Loans outstanding on the Closing Date and restatement whose Applicable Percentage in respect of such Loans has been decreased on the Existing Debt Facility by this AgreementClosing Date, the Credit Parties shall continue to be liable to and each Indemnified Person with respect to agreements on their part Lender under the Existing Debt Facility Credit Agreement not continuing as a Lender hereunder, shall be deemed to indemnify have assigned on the Closing Date, without recourse, ratably to each Lender increasing its Commitment (an “Increasing Lender”) and hold harmless to any new Lender with a Commitment (a “New Lender”) on the Closing Date such Indemnified Person from ratable portion of such Loans as shall be necessary to effectuate such adjustment. Each Increasing Lender and against all claims, demands, liabilities, damages, losses, costs, charges each New Lender on the Closing Date shall (i) be deemed to have assumed such ratable portion of such Loans and expenses (ii) fund on the Closing Date such assumed amounts to which the Administrative Agent and for the Lenders may be subject arising account of each such assigning Lender in connection accordance with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, provisions hereof in the obligations of amount notified to such Increasing Lender or New Lender by the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityAdministrative Agent. (c) By execution Each Loan Party, as applicable, ratifies, affirms and acknowledges all of this Agreement all parties hereto agree that (i) each its Obligations in respect of the Security Documents Existing Letters of Credit and related Issuer Documents, and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder Lenders shall be deemed to refer to this have participating interests in the Existing Letters of Credit and related Issuer Documents as of the Closing Date in accordance with their Applicable Percentage as reflected in Schedule 2.01 attached hereto. (d) All previously outstanding promissory notes under the Existing Credit Agreement will be deemed cancelled upon the occurrence of the Closing Date and the continuation issuance of the Loans and Commitments Notes hereunder. Additionally, (ii) all obligations those Lenders party hereto which are also party to the Existing Credit Agreement hereby waive any prior notice requirement under the Guarantee Existing Credit Agreement with respect to the termination of commitments thereunder and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations making of the Guarantors under the Guarantee after giving effect to this Agreementany prepayments thereunder.

Amendment and Restatement. (a) The Credit Partiesparties hereto agree that, at such time as this Agreement shall have become effective pursuant to the terms of Section 5.01, the Administrative Agent, the Letter of Existing Credit Issuer, the Swingline Lender Agreement automatically shall be deemed amended and restated in its entirety by this Agreement and the Lenders hereby agree that upon the effectiveness of this AgreementCommitments, the terms Loans and provisions of other Obligations under the Existing Debt Facility Credit Agreement and as defined therein automatically shall be and hereby are amended and restated in their entirety entireties by the terms Commitments, Loans and conditions Obligations hereunder. This Agreement is not a novation of this the Existing Credit Agreement or the credit facilities, indebtedness and other obligations under the Existing Credit Agreement. It is the intent of the parties to amend and restate the Existing Credit Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise credit facilities provided in this Agreement (includingthereunder, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreementnovation or interruption. (b) Notwithstanding At such time as this Agreement shall have become effective pursuant to the amendment and restatement terms of Section 5.01, (i) the risk participations of the Lenders hereunder in each outstanding Letter of Credit (including the Existing Debt Facility Letters of Credit) and each outstanding Swing Line Loan shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit and Swing Line Loan equals such Lender’s Applicable Percentage of each such Letter of Credit and Swing Line Loan, and (ii) each Lender that is providing a new or increased Revolving Commitment in connection with this Agreement shall make Revolving Loans the proceeds of which shall be applied by this Agreement, the Credit Parties shall continue Administrative Agent to be liable prepay outstanding Revolving Loans of the other Lenders in an amount necessary such that after giving effect to such Borrowing and prepayment each Indemnified Person with respect to agreements on their part Lender will hold its Applicable Percentage of the Outstanding Amount of all Revolving Loans. Each Eurocurrency Rate Loan outstanding as a “LIBOR Loan” under the Existing Debt Facility Credit Agreement immediately prior to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer giving effect to this Agreement and shall maintain the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after same Interest Period applicable to such Eurocurrency Rate Loan immediately prior to giving effect to this Agreement and shall be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the terms of this Agreement. Revolving Loans made by Lenders providing new or increased Revolving Commitments pursuant to clause (iiiii) all security interests above to prepay existing Loans shall have Interest Periods that expire concurrently with the expiration of the Interest Periods that were applicable to the existing Loans so prepaid at the time of prepayment, and liens granted shall be subject to conversion and/or continuation upon expiration of such Interest Periods in accordance with the terms of this Agreement. (c) From and after the Closing Date, by execution of this Agreement, each Person identified as a “Lender” on each signature page that is not already a Lender under the Security Documents are reaffirmed Existing Credit Agreement hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Person will be deemed to be a party to this Agreement and a “Lender” for all purposes of this Agreement and shall continue and secure the Obligations hereunder and have all of the obligations of a Lender hereunder as if it had executed the Guarantors under the Guarantee after giving effect to this Existing Credit Agreement.

Amendment and Restatement. (a) The Credit PartiesOn the Effective Date, the Administrative Agent, the Letter of Existing ABL Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall Agreement will be and hereby are amended and restated in their its entirety by the terms and conditions of this Agreement and the terms Existing ABL Credit Agreement will thereafter be of no further force and provisions of the Existing Debt Facilityeffect, except as otherwise provided in but this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the obligations and liabilities existing under the Existing Debt FacilityABL Credit Agreement or to evidence payment of all or any portion of such obligations and liabilities. (b) The Borrowers, the Administrative Agent, and the Lenders acknowledge that effective as of the Effective Date, all Existing Letters of Credit, if any, will constitute Letters of Credit under this Agreement with the same effect as if issued by the L/C Issuer at the request of Borrowers on the Effective Date. The Loan Parties, the Administrative Agent, and the Lenders further acknowledge that effective as of the Effective Date, all interest, fees, expenses, and other obligations under the Existing ABL Credit Agreement and related loan documents (the “Existing Loan Documents”) that remain unpaid and outstanding as of the Effective Date will be assumed by the Loan Parties and remain outstanding and payable under this Agreement and the other Loan Documents. Each Loan Party acknowledges that all Obligations outstanding as of the Effective Date constitute valid and binding obligations of such Loan Party, without offset, counterclaim, defense, or recoupment of any kind, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditor’s rights generally. (c) By execution Each of the Lenders party hereto shall fund Loans and acquire participations from any Existing ABL Lender that is not a party hereto in an aggregate amount necessary to ensure that all Loans and participations are allocated on a pro rata basis as of the Effective Date (giving effect to the increase contemplated hereby) and the Borrowers shall be deemed to have requested such additional Loans in addition to any other Borrowings on the Effective Date. (d) The terms and conditions of this Agreement and the Administrative Agent’s and Lenders’ rights and remedies under this Agreement and the other Loan Documents apply to all parties hereto agree that of the Obligations, including indemnification and reimbursement obligations, incurred under the Existing ABL Credit Agreement. (e) On and after the Effective Date, (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and ABL Credit Agreement in the Loans and Commitments thereunder shall Loan Documents (other than this Agreement) will be deemed to refer to the Existing ABL Credit Agreement as amended and restated by this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect references to this Agreement and any section (iiior subsection) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under Existing ABL Credit Agreement in any Loan Document (but not this Agreement) will be deemed amended, mutatis mutandis, to refer to the Guarantee after giving effect to corresponding provisions of this Agreement.

Amendment and Restatement. (a) The Company and each of the other Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Parties each hereby acknowledges and the Lenders hereby agree agrees that upon the effectiveness of this Agreement, (i) it has reviewed the terms and provisions of this Agreement and consents to the amendments and modifications effected hereby, and (ii) upon (x) the execution and delivery of this Agreement by each of the parties hereto and (y) satisfaction of the conditions precedent set forth in Section 4.1 in accordance therewith (or waiver thereof by the Lenders), the terms and conditions of the Existing Debt Facility Credit Agreement shall be and hereby are amended amended, superseded, and restated in their entirety by the terms and conditions provisions of this Agreement and the terms and provisions of Agreement. The Obligations (as defined in the Existing Debt FacilityCredit Agreement) shall, except as otherwise provided in this Agreement (includingon and after the Restatement Effective Date, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility evidenced by this Agreement, the Credit Parties and this Agreement is not intended to and shall continue to be liable to each Indemnified Person with respect to agreements on their part under not constitute a novation or substitution of the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claimsCredit Agreement. Without limiting the generality of the foregoing, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising except in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation prepayment of the Loans and termination of Commitments hereunder(in each case, (iias defined in the Existing Credit Agreement) all obligations on the Restatement Effective Date as contemplated herein, this Agreement shall not extinguish the Loans outstanding under the Guarantee Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or release the Liens granted under or the priority of any Security Document or any security therefor. Nothing contained or implied herein shall be construed as a release or other discharge of the Company or any of its Subsidiaries under any Credit Document from any of its obligations and liabilities as the “Company”, a “Foreign Borrower”, a “Pledgor”, a “Company Guarantor” or a “Foreign Parent Guarantor” (or, in each case, any word of like import), as applicable, under the Existing Credit Agreement or the Credit Documents. From and after the Restatement Effective Date, the Existing Credit Agreement shall be of no further force and effect except as to evidence the incurrence of the “Obligations” thereunder, the representations and warranties made and the Security actions or omissions performed or required to be performed thereunder prior to the Restatement Effective Date. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Credit Document, all terms and conditions of the Credit Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect unless otherwise specifically amended hereby or any other Credit Document. (b) Each Company Guarantor hereby (i) acknowledges and agrees to the terms of this Agreement and (iiiii) confirms and agrees that, its guarantee under the Guaranty is, and shall continue to be, in full force and effect, and shall apply to all Obligations and such guarantee is hereby ratified and confirmed in all respects. (c) Each Foreign Parent Guarantor hereby (i) acknowledges and agrees to the terms of this Agreement and (ii) confirms and agrees that, its guarantee under the applicable Foreign Parent Guaranty Agreement is, and shall continue to be, in full force and effect, and shall apply to all Obligations and such guarantee is hereby ratified and confirmed in all respects. (d) The Company and each other Credit Party hereby ratifies and reaffirms the validity and enforceability (without defense, counterclaim or offset of any kind) of the Liens and security interests granted to the Administrative Agent for the benefit of the Secured Parties to secure any of the Obligations by the Company or any other Credit Party pursuant to the Credit Documents to which the Company or any other Credit Party is a party and liens hereby confirms and agrees that notwithstanding the effectiveness of this Agreement, and except as expressly amended by this Agreement, each such Credit Document is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Agreement, each reference in the Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” (and each reference in the Credit Agreement to this “Agreement”, “hereunder” or “hereof”) or words of like import shall mean and be a reference to this Agreement as amended and restated hereby. (e) In furtherance of the reaffirmations set forth in this Section 10.21, (x) the Company and each other U.S. Credit Party hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest in the Collateral now owned or at any time hereafter acquired by the U.S. Credit Parties or in which the U.S. Credit Parties now have or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (f) The Company and each other U.S. Credit Party hereby authorize the Administrative Agent to file any financing statement, continuation statement, amendment to financing statement or any similar document in any jurisdictions and with any filing offices as Administrative Agent may determine, in its sole discretion, are necessary or advisable to perfect (or maintain perfection of) the security interest granted to Administrative Agent herein. Such financing statements may describe the Collateral with respect to the Company and each other U.S. Credit Party in the same manner as described in the Security Agreement or may contain an indication or description of collateral that describes such property in any other manner as Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Administrative Agent herein, including describing such property as “all assets” or “all personal property, whether now owned or hereafter acquired” or words of similar import. Upon the release of any Collateral from the Liens created under the Security Documents are reaffirmed Agreement in accordance with the Credit Documents, the Liens created hereunder on such Collateral shall be automatically released without delivery of any instrument or performance of any act by any party. (g) Each of the Credit Parties party hereto hereby confirms and shall continue agrees that the Term Loans, the Revolving Loans, the Letters of Credit, the Swingline Loans and secure the Additional Alternative Currency Loans (in each case, if any) shall, upon the funding thereof pursuant to the terms hereof, constitute, Obligations (or any word of like import) hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this AgreementSecurity Documents.

Amendment and Restatement. (a) The Credit PartiesBorrower, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Banks and the Lenders hereby Administrative Agent agree that that, upon (i) the effectiveness execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement and the terms and provisions of each Departing Bank shall cease to be a party to the Existing Debt Facility, except Credit Agreement as otherwise provided in this Agreement (including, without limitation, clause (b) evidenced by its execution and delivery of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facilityits Departing Bank Signature Page. This Agreement is given as not intended to and shall not constitute a substitution ofnovation, payment and not as a payment of, the obligations reborrowing or termination of the Credit Parties Obligations under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Credit Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “Loans” made and “Obligations” incurred under (and defined in) the Existing Credit Agreement which are outstanding on the Effective Date shall constitute Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Credit Documents. The commitment of each Bank that is hereby amended such that all references a party to the Existing Debt Facility Credit Agreement shall, on the date hereof, automatically be deemed amended and the Loans only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and Commitments thereunder the “Credit Documents” shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunderCredit Documents, (iib) all obligations constituting “Obligations” under the Guarantee and Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to date hereof shall continue as Obligations under this Agreement and the other Credit Documents, (iiic) all security interests the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and liens granted loan exposure under the Security Documents Existing Credit Agreement as are reaffirmed necessary in order that Obligations in respect of Loans, Letters of Credit, interest and shall continue fees due and secure payable to a Bank hereunder reflect such Bank’s Commitments on the Obligations hereunder date hereof, and the obligations Borrower hereby agrees to compensate each Bank and each Departing Bank for any and all losses, costs and expenses incurred by such Bank or Departing Bank in connection with the sale and assignment of any Eurodollar Loan on the Guarantors terms and in the manner set forth in Section 2.11 hereof and (d) the existing “Loans” under the Guarantee after giving effect to this AgreementExisting Credit Agreement of each Departing Bank shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Bank’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Bank shall not be a Lender hereunder.

Amendment and Restatement. (a) The Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions As of the Existing Debt Facility shall be Restatement Effective Date, Borrower hereby (1) unconditionally ratifies and hereby are amended confirms, renews and restated reaffirms all of its obligations under each of the other Loan Documents, (2) acknowledges and agrees that such obligations remain in their entirety by full force and effect, binding on and enforceable against it in accordance with the terms terms, covenants and conditions of this Agreement and the terms other Loan Documents (as amended hereby), in each case, without impairment, and provisions (3) represents, warrants and covenants that it is not in default under this Agreement or any of the Existing Debt Facilityother Loan Documents beyond any applicable notice and cure periods, except as otherwise provided in this Agreement (includingand there are no defenses, without limitation, clause offsets or counterclaims against the Indebtedness. (b) Sears Holdings Corporation hereby (1) unconditionally approves and consents to the execution by Borrower of this Section 13.22)Agreement and the modifications to the Loan Documents effected hereby, (2) unconditionally ratifies, confirms, renews and reaffirms all of its obligations under the Guaranty, (3) acknowledges and agrees that its obligations under the Guaranty remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of such documents without impairment, and (4) as of the Restatement Effective Date, represents, warrants and covenants that (i) it is not in default under the Guaranty beyond any applicable notice and cure periods and (ii) there are no defenses, offsets or counterclaims against its obligations under the Guaranty. (c) Lender and Borrower hereby agree that the other Loan Documents are amended as follows: (i) The provisions in Note A stating “the weighted average of the component interest rates, weighted on the basis of their respective principal balances, shall equal the Interest Rate” and “no such allocation of principal to the Notes or Note Components shall have the effect of increasing the weighted average of the component interest rates” shall not apply with respect to Note Component A-1 and Note Component A-2, and the interest rate applicable to each such Note Component shall be superseded the rate set forth in the definition of “Interest Rate”. (ii) All references to “Borrower” in the Environmental Indemnity and the Guaranty shall mean, collectively, jointly and severally, each party that is a “Borrower” hereunder, including any Person becoming liable for the Indebtedness evidenced by Note B by virtue of executing a joinder hereto. (iii) All references to “Loan Agreement” in each of the Loan Documents shall mean this Agreement, and all references to “Loan Documents shall mean the Loan Documents as amended by this Section 7.30. As applicable, references to “Closing Date” in any Loan Document shall mean the “Original Closing Date.” All references in any other Loan Document to the principal amount of the Loan or any of the Notes are hereby deemed revised to reflect such amount as of the Restatement Effective Date as set forth herein and in the Note(s). All other terms defined in any Loan Document by reference to the “Loan Agreement” shall have the respective meanings ascribed to such terms in this Agreement. (bd) Notwithstanding the amendment and restatement of the Existing Debt Facility by this AgreementUpon Lender’s request, the Credit Parties Borrower shall continue execute such amendments to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Loan Documents is hereby amended as reasonably necessary to conform such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to with this Agreement.

Amendment and Restatement. (a) The Credit PartiesOn the Effective Date, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Existing Guarantee and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Collateral Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Guarantee and Collateral Agreement shall thereafter be of no further force and effect, except to evidence (i) the representations and warranties made by the Grantors prior to the Effective Date and (ii) any action or omission performed or required to be performed pursuant to such Existing Guarantee and Collateral Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in such Existing Guarantee and Collateral Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Guarantee and Collateral Agreement existing prior to the Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Guarantee and Collateral Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the terms Collateral Agent’s and provisions the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to (i) all of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, Obligations incurred under the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify Agreement and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties Guarantors incurred under the Existing Debt Facility Loan Documents and is not intended to constitute a novation (ii) all of the “Obligations” incurred under and as defined in the Existing Debt FacilityCredit Agreement and all obligations of the Guarantors incurred under the Loan Documents (as defined in the Existing Credit Agreement) (the “Existing Loan Documents”). (c) By execution Each Grantor and each Guarantor hereby reaffirms the Liens granted pursuant to the Existing Loan Documents to the Collateral Agent for the benefit of the Secured Parties (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Obligations. Each of Grantors and the Guarantors hereby consents to the execution, delivery and performance of the Credit Agreement and all parties hereto agree that of the other Loan Documents executed in connection therewith. (d) On and after the Effective Date, (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility Guarantee and Collateral Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Guarantee and the continuation of the Loans Collateral Agreement, as amended and Commitments hereunderrestated hereby, (ii) all obligations under references to any Article, Section or sub-clause of the Existing Guarantee and Collateral Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the Security corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Guarantee and Collateral Agreement, as amended and restated hereby. (e) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementunless otherwise specifically amended hereby or amended by any other Loan Document.

Amendment and Restatement. (a) The Credit PartiesOn the Restatement Date, the Administrative AgentOriginal Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (i) this Agreement, any Promissory Note, and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the Existing Term Loans, the Letter Existing Revolving Credit Commitments, or any other “Obligations” (as defined in the Original Credit Agreement) under the Original Credit Agreement as in effect prior to the Restatement Date; (ii) the “Loans” and “Obligations” (each as defined in the Original Credit Agreement) have not become due and payable prior to the Restatement Date as a result of the amendment and restatement of the Original Credit IssuerAgreement, except as otherwise expressly stated herein, (iii) such “Obligations” are in all respects continuing with only the Swingline Lender terms thereof being modified as provided in this Agreement; (iv) the Liens as granted hereunder under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the Lenders payment of the Obligations (as defined in this Agreement) and are hereby agree that fully ratified and affirmed; and (v) upon the effectiveness of this Agreement, (x) all loans outstanding under the terms and provisions Original Credit Agreement immediately before the effectiveness of this Agreement that are not repaid or terminated on the Restatement Date will be part of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by Loans hereunder on the terms and conditions set forth in this Agreement, (y) the Existing Revolving Credit Commitments shall constitute Initial Revolving Credit Commitments hereunder on the terms and conditions set forth in this Agreement, and (z) the Administrative Agent shall make such transfers of this funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Date, reflect the respective Commitments of the Lenders hereunder as of the Restatement Date. Without limitation of the foregoing, each Borrower and each other Loan Party hereby fully and unconditionally ratifies and affirms all security interests granted pursuant to the Original Credit Agreement and the terms other Collateral Documents (as defined in the Original Credit Agreement) and provisions of agrees that all collateral granted thereunder shall from and after the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this AgreementRestatement Date secure all Obligations hereunder. (b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Original Credit Agreement, the Borrowers and each other Loan Party acknowledge and agree that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Loan Party made prior to the Restatement Date and contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement or any other Loan Document executed in connection therewith prior to the Restatement Date shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that monetary obligations of the Borrowers under the Original Credit Agreement in respect of the loans thereunder are now monetary obligations of the Borrowers as evidenced by this Agreement; provided, further, that the Obligations under the other Loan Documents shall also continue in full force and effect including, without limitation, the Obligations of each Loan Party pursuant to the Collateral Documents. (c) All indemnification obligations of each Loan Party pursuant to the Original Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Debt Facility by Original Credit Agreement pursuant to this Agreement. (d) On and after the Restatement Date, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Original Credit Agreement shall mean and be a reference to this Agreement. (e) Notwithstanding anything herein to the contrary, if all or any part of any payment that is the responsibility of Loan Parties under or on account of the Original Credit Agreement, this Agreement, the other Loan Documents (as defined in the Original Credit Agreement and this Agreement), or any agreement, instrument or other document executed or delivered by the Loan Parties shall continue in connection herewith or therewith is invalidated, set aside, declared or found to be liable void or voidable or required to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references repaid to the Existing Debt Facility and issuer or to any trustee, custodian, receiver, conservator, master, liquidator or any other person pursuant to any bankruptcy law or pursuant to any common law or equitable cause then, to the Loans and Commitments thereunder shall extent of such invalidation, set aside, voidness, voidability or required repayment, such payment would be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereundernot have been paid, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors Loan Parties in respect thereof would be immediately and automatically revived without the necessity of any action by the Administrative Agent or any Lender. (f) If at any time after the Restatement Date the Administrative Agent determines in its sole discretion that it is necessary or desirable to amend, restate, amend and restate, supplement, replace, or otherwise modify any existing Collateral Documents executed prior to the Restatement Date in connection with the Original Credit Agreement in order to extend, maintain, or reaffirm all collateral and Liens granted thereunder as security for all Obligations under the Guarantee after giving effect to this Agreement, then Holdings and the Borrowers will, and will cause each other Loan Party to, as applicable, (i) execute any and all such amendments, restatements, replacements and/or other modifications to such Collateral Documents, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re- file, register and re-register any and all such further acts (including notices to third parties), deeds, certificates, assurances and other instruments, in each case as the Administrative Agent may reasonably request in order to ensure or reaffirm the creation, perfection and priority of the Liens created or intended to be created under such Collateral Documents as security for all Obligations under this Agreement in accordance with the Collateral and Guarantee requirement.

Amendment and Restatement. (a) The Credit Loan Parties, the Administrative AgentAgents, the Letter of Credit IssuerIssuing Bank, the Swingline Lender Lenders and the Lenders hereby agree that upon the effectiveness of this Credit Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Credit Agreement and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise provided in this Credit Agreement (including, without limitation, clause (b) of this Section 13.22§35), shall be superseded by this Credit Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility Credit Agreement by this Credit Agreement, the Credit Loan Parties shall continue to be liable in accordance with the terms and subject to the limitations set forth in the Existing Credit Agreement to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility Credit Agreement to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt FacilityCredit Agreement. This Credit Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Loan Parties under the Existing Debt Facility Credit Agreement and is not intended to constitute a novation of the Existing Debt Facility. (c) Credit Agreement. By execution of this Credit Agreement all parties hereto agree that that, except as expressly set forth in Section 16.11 with respect to the Released Foreign Guarantors and the Released Foreign Guarantor Collateral, (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility Credit Agreement and the Loans and Commitments thereunder shall in the relevant Security Agreements and the other Loan Documents will be deemed to refer construed as references to this Credit Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee Guaranty and the Security Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement Credit Agreement, subject to any applicable limitations and conditions set forth therein and (iii) all security interests and liens granted under the Security Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee Guaranty after giving effect to this Credit Agreement subject to any applicable limitations and conditions set forth therein. After giving effect to this Credit Agreement and the transactions contemplated hereby, except as expressly set forth in Section 16.11 with respect to the Released Foreign Guarantors (as defined in section 1(b) of Amendment No. 3) and the Released Foreign Guarantor Collateral (as defined in section 1(b) of Amendment No. 3), neither the modification of the Existing Credit Agreement effected pursuant to this amendment and restatement nor the execution, delivery, performance or effectiveness of this Credit Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Collateral Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens (except as specified in §9.16 with respect to the Mortgages referred to therein). This Credit Agreement shall not constitute a novation of the Existing Credit Agreement, Original Credit Agreement, or any other Loan Documents.

Amendment and Restatement. (a) The Credit PartiesThis Agreement shall be deemed to be an amendment to and restatement of the First Restated Intercreditor Agreement, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders First Restated Intercreditor Agreement as amended and restated hereby agree that upon shall remain in full force and effect and is hereby ratified and confirmed in all respects. This Agreement is not intended to constitute, nor does it constitute, an interruption, suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the effectiveness First Restated Intercreditor Agreement or the liens, security interests, loans, guarantees, indemnities, liabilities, expenses, or obligations under the First Restated Intercreditor Agreement, or the collateral thereunder. Each of the Obligors affirms its duties and obligations under the terms of the First Restated Intercreditor Agreement (as amended and restated by this Agreement). This Agreement amends and restates the First Restated Intercreditor Agreement in its entirety and any obligation thereunder shall be deemed to be outstanding under this Agreement. If there is a conflict between the First Restated Intercreditor Agreement and this Agreement, this Agreement shall govern from and after the terms Restatement Date. Upon the Restatement Date, each reference to the First Restated Intercreditor Agreement in any other Secured Debt Document or in any other document, instrument or agreement shall mean and provisions of be a reference to the Existing Debt Facility shall be and hereby are First Restated Intercreditor Agreement as amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding Each Obligor hereby (i) expressly acknowledges the amendment and restatement terms of the Existing Debt Facility by this Agreement, (ii) ratifies and affirms its obligations under the Credit Parties shall continue to be liable to each Indemnified Person Secured Debt Documents (including guarantees and security agreements) executed by such Obligor and (iii) acknowledges, renews and extends its continued liability under all such Secured Debt Documents and agrees such Secured Debt Documents remain in full force and effect, including with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under Borrower as modified by this Agreement. Each Obligor further represents and warrants to each Secured Party that after giving effect to this Agreement, neither the Existing Debt Facility and is not intended to constitute a novation modification of the Existing First Restated Intercreditor Agreement effected pursuant to this Agreement, nor the execution, delivery, performance or effectiveness of this Agreement (A) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Secured Debt FacilityDocument (as such term is defined in the First Restated Intercreditor Agreement), and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (B) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. (c) By execution of this Agreement all parties hereto agree Each Obligor hereby agrees, acknowledges and affirms that (i) each of the Security Secured Debt Documents and the other Credit Documents to which it is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder a party shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect and shall constitute security for all Obligations pursuant to this the First Restated Intercreditor Agreement as amended and restated hereby and the other Secured Debt Documents, and (iiiii) all any reference to the First Restated Intercreditor Agreement appearing in any such Secured Debt Document shall 42 #4887-0762-5804 on and after the Restatement Date be deemed to refer to the First Restated Intercreditor Agreement as amended and restated hereby. In furtherance of the foregoing, each Obligor hereby confirms the security interests and liens interest in the Collateral granted under by it in favor of the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect Trustee pursuant to this Agreement.each Collateral Document to which it is a party. #4887-0762-5804

Amendment and Restatement. In order to facilitate the amendment and restatement of the Existing Credit Facility and otherwise to effectuate the desires of the Borrower and the Lender: (a) The Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Borrower and the Lenders Lender hereby agree that upon that, (i) this Agreement constitutes an amendment and restatement of the effectiveness of this AgreementExisting Credit Facility, and (ii) on the Closing Date, the terms and provisions of the Existing Debt Credit Facility shall be and hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt Credit Facility, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 13.22)herein, shall be superseded by this Agreement. (b) Notwithstanding the this amendment and restatement of the Existing Debt Credit Facility by this Agreementand any amendment and restatement of any related “Loan Documents” (as such term is defined in the Existing Credit Facility and referred to herein as the “Existing Loan Documents”), the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part (i) all obligations outstanding under the Existing Debt Credit Facility and other Existing Loan Documents (the “Existing Obligations”) shall, except to indemnify and hold harmless such Indemnified Person from and against all claimsthe extent repaid on the Closing Date, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given continue as a substitution ofobligations hereunder, and not as a payment of, (ii) neither the obligations execution and delivery of this Agreement or any other Loan Documents nor the Credit Parties under the Existing Debt Facility and consummation of any other transactions contemplated hereunder or thereunder is not intended to constitute a novation of the Existing Debt Facility. (c) By execution Credit Facility or of any of the other Existing Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement Agreement, all parties hereto agree that Loans owing by the Borrower Piedmont Natural Gas December 1, 2008 Page 2 and outstanding under the Existing Credit Facility shall be repaid with an advance of Loans hereunder. Together with such repayment, the Borrower shall pay (ion the Closing Date) each of the Security Documents all accrued interest and the other Credit Documents is hereby amended such that all references fees with respect to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this AgreementObligations.

Amendment and Restatement. (a) The Credit PartiesOn the Effective Date, the Administrative Agent, the Letter of Existing Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Loan Parties of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Effective Date), (ii) the representations and warranties made by the Loan Parties prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the terms Agents’ and provisions the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to (i) all of the Existing Debt Facility, except as otherwise provided in this Agreement Obligations incurred hereunder and all obligations incurred under the Loan Documents and (including, without limitation, clause (bii) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement all of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part “Obligations” incurred under and as defined in the Existing Debt Facility to indemnify Credit Agreement and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Loan Parties incurred under the Existing Debt Facility and is not intended to constitute a novation of Loan Documents (as defined in the Existing Debt FacilityCredit Agreement) (the “Existing Loan Documents”). (c) By execution of this Agreement all parties hereto agree that Each Grantor (ias defined in the Collateral Agreement) and each of Guarantor hereby reaffirms the Security Documents and the other Credit Documents is hereby amended such that all references Liens granted pursuant to the Existing Debt Facility and Loan Documents to the Loans and Commitments thereunder shall be deemed to refer to this Agreement and Collateral Agent for the continuation benefit of the Loans and Commitments hereunderSecured Parties (as defined in the Existing Credit Agreement), (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain which Liens shall continue in full force and effect on a continuous basis after giving effect to during the term of this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed any renewals thereof and shall continue and to secure the Obligations hereunder Obligations. Each of the Grantors and the obligations Guarantors hereby consents to the execution, delivery and performance of this Agreement and all of the Guarantors under the Guarantee after giving effect to this Agreementother Loan Documents executed in connection therewith.

Amendment and Restatement. (a) The Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions As of the Existing Debt Facility shall be Restatement Effective Date, Borrower hereby (1) unconditionally ratifies and hereby are amended confirms, renews and restated reaffirms all of its obligations under each of the other Loan Documents, (2) acknowledges and agrees that such obligations remain in their entirety by full force and effect, binding on and enforceable against it in accordance with the terms terms, covenants and conditions of this Agreement and the terms other Loan Documents (as amended hereby), in each case, without impairment, and provisions (3) represents, warrants and covenants that it is not in default under this Agreement or any of the Existing Debt Facilityother Loan Documents beyond any applicable notice and cure periods, except as otherwise provided in this Agreement (includingand there are no defenses, without limitation, clause offsets or counterclaims against the Indebtedness. (b) Sears Holdings Corporation hereby (1) unconditionally approves and consents to the execution by Borrower of this Section 13.22)Agreement and the modifications to the Loan Documents effected hereby, (2) unconditionally ratifies, confirms, renews and reaffirms all of its obligations under the Guaranty, (3) acknowledges and agrees that its obligations under the Guaranty remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of such documents without impairment, and (4) as of the Restatement Effective Date, represents, warrants and covenants that (i) it is not in default under the Guaranty beyond any applicable notice and cure periods and (ii) there are no defenses, offsets or counterclaims against its obligations under the Guaranty. (c) Lender and Borrower hereby agree that the other Loan Documents are amended as follows: (i) The provisions in Note A stating “the weighted average of the component interest rates, weighted on the basis of their respective principal balances, shall equal the Interest Rate” and “no such allocation of principal to the Notes or Note Components shall have the effect of increasing the weighted average of the component interest rates” shall not apply with respect to Note Component A-1 and Note Component A-2, and the interest rate applicable to each such Note Component shall be superseded the rate set forth in the definition of “Interest Rate”. (ii) All references to “Borrower” in the Environmental Indemnity and the Guaranty shall mean, collectively, jointly and severally, each party that is a “Borrower” hereunder, including any Person becoming liable for the Indebtedness evidenced by Note B by virtue of executing a joinder hereto. (iii) All references to “Loan Agreement” in each of the Loan Documents shall mean this Agreement, and all references to “Loan Documents shall mean the Loan Documents as amended by this Section 7.30. As applicable, references to “Closing Date” in any Loan Document shall mean the “Original Closing Date.” All references in any other Loan Document to the principal amount of the Loan or any of the Notes are hereby deemed revised to reflect the principal amount of the Loan outstanding from time to time pursuant to this Agreement. All other terms defined in any Loan Document by reference to the “Loan Agreement” shall have the respective meanings ascribed to such terms in this Agreement. (bd) Notwithstanding the amendment and restatement of the Existing Debt Facility by this AgreementUpon Lender’s request, the Credit Parties Borrower shall continue execute such amendments to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Loan Documents is hereby amended as reasonably necessary to conform such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to with this Agreement.

Amendment and Restatement. (a) The Credit PartiesEffective as of the Closing Date, the Administrative Agent, the Letter of Amended and Restated Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Agreement shall be and hereby are amended and restated in their its entirety by this Agreement and the Amended and Restated Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Borrower Obligations” under and as defined in the Amended and Restated Credit Agreement (whether or not such “Borrower Obligations” are contingent as of the Closing Date). The terms and conditions of this Agreement and the terms rights and provisions remedies of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with under this Agreement and the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations other Loan Documents shall apply to all of the Credit Parties Borrower Obligations incurred under the Existing Debt Facility Amended and is not intended Restated Credit Agreement. All Loans and Letters of Credit outstanding under the Amended and Restated Credit Agreement immediately prior to constitute a novation of the Existing Debt Facility. (c) By execution of Closing Date shall continue under this Agreement all parties hereto agree that Agreement. On and after the Closing Date, (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under references to any section (or subsection) of the Guarantee Amended and Restated Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. The parties hereto acknowledge and agree that the Liens securing payment of the “Borrower Obligations” as defined in the Amended and Restated Credit Agreement, shall from and after the Closing Date secure the payment and performance of all Borrower Obligations for the benefit of the Administrative Agent and the Security Documents are reaffirmed Secured Parties, and remain all such Liens shall continue in full force and effect on a continuous basis after giving effect to this Agreement and are hereby confirmed and reaffirmed by each of the Loan Parties. The parties hereto further acknowledge and agree that all “Security Documents” as defined in the Amended and Restated Credit Agreement shall remain in full force and effect after the Closing Date in favor of and for the benefit of the Administrative Agent and the Secured Parties (iii) with each reference therein to the collateral agent, the credit agreement or a loan document being a reference to the Administrative Agent, this Agreement or the other Loan Documents, as applicable), and each Loan Party hereby confirms and ratifies its obligations thereunder. In furtherance of the foregoing, Administrative Agent is hereby appointed as collateral agent in connection with the foregoing, and shall be entitled to all security interests of the benefits, rights, privileges and liens granted immunities hereunder and under the Security other Loan Documents are reaffirmed with respect to the foregoing. This amendment and shall continue restatement is limited as written and secure the Obligations hereunder is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and the obligations conditions of the Guarantors under Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. This Agreement shall not constitute a novation of the Guarantee after giving effect to this Amended and Restated Credit Agreement or of any other Loan Document (as defined in the Amended and Restated Credit Agreement).

Amendment and Restatement. (a) The Credit Parties, Relying on each of the Administrative Agent, representations and warranties set out in Article 2 and subject to the Letter of Credit Issuer, the Swingline Lender terms and the Lenders hereby agree that upon the effectiveness conditions of this Agreement, the terms Lenders, the Agent and provisions of the Borrower agree that, effective on the Effective Date, the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by on the terms and conditions of this Agreement and the terms all indebtedness and provisions liability of the Borrower to the Lenders and the Agent under (and as defined in) the Existing Debt Facility, except as otherwise provided in this Credit Agreement (including, without limitation, clause "Borrowings" (bas defined under the Existing Credit Agreement) of this Section 13.22)and accrued and unpaid interest and fees thereon and standby fees accrued thereunder, shall be superseded by construed as indebtedness and liability of the Borrower to the Lenders and the Agent under this Agreement.. For certainty, "Borrowings" (as defined under the Existing Credit Agreement) outstanding on the Effective Date shall constitute Syndicated Borrowings under the Syndicated Facility (the "Continuing Obligations") governed by the terms hereof. Such Continued Obligations shall be continuing in all respects and this Agreement shall not be deemed to evidence or result in a novation of the Continued Obligations or a repayment and reborrowing of such Continued Obligations. The Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent to give effect to the foregoing. In order to give effect to the amendments to the Commitment of each Lender provided for herein, the Borrowings shall be adjusted (by the Agent in accordance with its normal practices) as follows: (a) as of the Effective Date, all Borrowings shall be adjusted to ensure Borrowings are outstanding in accordance with the amended Lender's Proportion of each Lender under the applicable Credit Facility and that, from and after the Effective Date, all Drawdowns shall be made on the basis of the amended Lender's Proportion of each Lender under the applicable Credit Facility; (b) Notwithstanding for so long as the amendment and restatement Lenders' respective shares of outstanding Borrowings do not match their respective Lender's Proportion under the applicable Credit Facility as a result of the Existing Debt Facility by this Agreementforegoing provisions, the Credit Parties shall continue applicable provisions of this Agreement relating to be liable determination and payment of amounts owing to each Indemnified Person with respect to agreements the Lenders based on their part its Lender's Proportion under the Existing Debt applicable Credit Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may shall be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility.adjusted accordingly; and (c) By execution of this Agreement the Lenders hereby agree to take all parties hereto agree that (i) each steps and actions and execute and deliver all agreements, instruments and other documents as may be required from time to time by the Agent or any of the Security Documents and Lenders (including the other Credit Documents is hereby amended such that all references assignment of interests in, or the purchase of participations in, existing Borrowings) to give effect to the Existing Debt Facility changes of each Lender's Commitment and to ensure that the Loans and Commitments thereunder shall be deemed aggregate Borrowings owing to refer each Lender is outstanding in proportion to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations each such Lender's Proportion under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis applicable Credit Facility of all such Borrowings after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementsuch changes.

Amendment and Restatement. (a) The Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Borrower Parties and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Original Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt FacilityOriginal Credit Agreement, except as otherwise provided in this Credit Agreement (including, without limitation, clause (b) of this Section 13.2213.20), shall be superseded by this Credit Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility Original Credit Agreement by this Credit Agreement, the Credit Borrower Parties shall continue to be liable in accordance with the terms and subject to the limitations set forth in the Original Credit Agreement to each Indemnified Person Indemnitee with respect to agreements on their part under the Existing Debt Facility Original Credit Agreement to indemnify and [*****] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt FacilityOriginal Credit Agreement up to the Amendment Effective Date and the Borrower Parties shall be liable for any breach under the Original Credit Agreement of any representation or warranty contained therein up to the Amendment Effective Date. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Borrower Parties under the Existing Debt Facility Original Credit Agreement and is not intended to constitute a novation of the Existing Debt FacilityOriginal Credit Agreement. (c) By execution of this Credit Agreement all parties hereto agree that (i) each of the Security Documents Agreement and the other Credit Loan Documents is are hereby amended such that all references to the Existing Debt Facility Original Credit Agreement and the Loans and Commitments thereunder shall be deemed to refer to this Credit Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee Security Agreement and the Security Documents Article X hereof are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement Agreement, subject to any applicable limitations and conditions set forth therein and (iii) all security interests and liens granted under the Security Agreement and other Loan Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee Article X hereof after giving effect to this AgreementAgreement subject to any applicable limitations and conditions set forth therein. After giving effect to this Agreement and the transactions contemplated hereby, neither the modification of the Original Credit Agreement effected pursuant to this amendment and restatement nor the execution, delivery, performance or effectiveness of this Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to the Security Agreement or any other Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. [The remainder of this page is intentionally left blank.] [*****] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Amendment and Restatement. (a) The This Agreement amends and restates in its entirety the Existing Credit PartiesAgreement. All references to the "Agreement" contained in the Other Documents delivered in connection with the Existing Credit Agreement or this Agreement shall, the Administrative Agentand shall be deemed to, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of refer to this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) . Notwithstanding the amendment and restatement of the Existing Debt Facility Credit Agreement by this Agreement, the Credit Obligations of the Borrowers and the other Loan Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part outstanding as of the Closing Date under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent Credit Agreement and the Lenders may be subject arising Other Documents as defined and entered into in connection conjunction with the Existing Debt FacilityCredit Agreement shall remain outstanding and shall constitute continuing Obligations without novation, but subject to any changes in the provisions governing the same under this Agreement and the Other Documents as defined in this Agreement. This Such Obligations shall in all respects be continuing and this Agreement is given shall not be deemed to evidence or result in a novation or repayment and reborrowing of such Obligations. (b) Each of ▇▇▇▇ ▇▇▇▇ and the UK Borrower confirms that: (i) its liabilities and obligations arising under this Agreement shall, to the extent that those liabilities and obligations are UK Obligations, form part of (but do not limit) the Secured Obligations (as a substitution of, defined in the UK Security Document); and (ii) the security created or expressed to be created in favor of the Agent (for itself and not as a payment of, the benefit of the Lenders) by each of ▇▇▇▇ ▇▇▇▇ and the UK Borrower pursuant to the UK Security Document shall cover (without limitation) the obligations of and liabilities under this Agreement, to the Credit Parties under the Existing Debt Facility extent that those liabilities and is not intended to constitute a novation of the Existing Debt Facilityobligations are UK Obligations. (c) By execution of this Agreement all parties hereto agree that Ampco UES confirms that: (i) each of the Security Documents its liabilities and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to obligations arising under this Agreement and shall form part of (but do not limit) the continuation of Secured Obligations (as defined in the Loans and Commitments hereunder, Share Charge); and (ii) all obligations under the Guarantee security created or expressed to be created in favor of the Agent (for itself and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect benefit of the Lenders) by Ampco UES pursuant to this Agreement and the Share Charge shall cover (iiiwithout limitation) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors and liabilities under the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) The Credit PartiesIn order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Agent and the Lenders hereby agree that upon agree: A. On the effectiveness of this AgreementClosing Date, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 13.22)herein, shall be superseded by this Agreement. (b) B. Notwithstanding the this amendment and restatement of the Existing Debt Facility by this Credit Agreement, including anything in this Subsection 1.5, and of any related “Loan Documents” (as such term is defined in the Existing Credit Parties shall continue Agreement and referred to be liable to each Indemnified Person with respect to agreements on their part herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Debt Facility Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to indemnify the extent not repaid on the Closing Date, and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent (ii) each of this Agreement and the Lenders may be subject arising Notes and any other Loan Document (as defined herein) that is amended and restated in connection with the Existing Debt Facility. This this Agreement is given as a substitution offor, and not as a payment of, the obligations indebtedness, liabilities and Existing Obligations of the Credit Parties Borrower under the Existing Debt Facility Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of this Agreement, the Notes and such Loan Documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date: (1) all Loans owing by the Borrower and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder and (2) all Base Rate Loans under the Existing Credit Agreement and not converted into Eurodollar Rate Loans shall accrue interest at the Base Rate hereunder. The parties hereby acknowledge and agree that, on the Closing Date, there are no Loans outstanding under the Existing Credit Agreement and that all “Obligations” (other than unasserted contingent indemnification obligations) under the Existing Credit Agreement will be paid in full on the Closing Date. (c) By execution of this Agreement all C. The parties hereto hereby agree that (i) each of that, on the Security Documents Closing Date, the Commitments shall be as set forth on Schedule 2.1 and the other Credit Documents is hereby amended outstanding principal amount of any Loans shall be reallocated in accordance with such that all references to the Existing Debt Facility Commitments and the Loans and Commitments thereunder requisite assignments shall be deemed to refer to this Agreement be made in such amounts by and between the continuation of the Loans and Commitments hereunder, (ii) all obligations Lenders and/or Lenders under the Guarantee Existing Credit Agreement, and from each Lender or Lender under the Security Documents are reaffirmed and remain in full Existing Credit Agreement to each other Lender, as applicable, with the same force and effect on a continuous basis as if such assignments were evidenced by applicable Assignment Agreement(s) (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Subsection 9.1 of the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment Agreement, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment Agreement. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), through the Administrative Agent, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and such settlements each Lender’s Pro Rata Share shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementbe as set forth on Schedule 2.1.

Amendment and Restatement. (a) The Credit PartiesBorrower, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Banks and the Lenders hereby Administrative Agent agree that that, upon (i) the effectiveness execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement and the terms and provisions of each Departing Bank shall cease to be a party to the Existing Debt Facility, except Credit Agreement as otherwise provided in this Agreement (including, without limitation, clause (b) evidenced by its execution and delivery of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facilityits Departing Bank Signature Page. This Agreement is given as not intended to and shall not constitute a substitution ofnovation, payment and not as a payment of, the obligations reborrowing or termination of the Credit Parties Obligations under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Credit Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “Loans” made and “Obligations” incurred under (and defined in) the Existing Credit Agreement which are outstanding on the Effective Date shall constitute Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Credit Documents. The commitment of each Bank that is hereby amended such that all references a party to the Existing Debt Facility Credit Agreement shall, on the date hereof, automatically be deemed amended and the Loans only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and Commitments thereunder the “Credit Documents” shall be deemed to refer to this Agreement and the continuation Credit Documents, (b) all obligations constituting “Obligations” under the Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the date hereof shall continue as Obligations under this Agreement and the other Credit Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the date hereof, and the Borrower hereby agrees to compensate each Bank and each Departing Bank for any and all losses, costs and expenses incurred by such Bank or Departing Bank in connection with the sale and assignment of any Eurodollar Loan on the terms and in the manner set forth in Section 2.11 hereof and (d) the existing “Loans” under the Existing Credit Agreement of each Departing Bank shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Bank’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Bank shall not be a Bank hereunder. In Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. BLACK HILLS CORPORATION, a South Dakota corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer JPMORGAN CHASE BANK, N.A., as the Administrative Agent and a Bank By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Officer U.S. BANK NATIONAL ASSOCIATION, as a Bank By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director BANK OF AMERICA, N.A., as a Bank By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Assistant Vice President COBANK, ACB, as a Bank By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. MUFG BANK, LTD., (formerly The Bank of Tokyo-Mitsubishi UFJ, LTD.), as a Departing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as a Departing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. ROYAL BANK OF CANADA, as a Departing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. THE BANK OF NOVA SCOTIA, as a Departing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Director The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. SCOTIABANK (IRELAND) DESIGNATED ACTIVITY COMPANY, as a Departing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Risk Officer & Managing Director FOR VALUE RECEIVED, the undersigned, Black Hills Corporation, a South Dakota corporation (“Borrower”), promises to pay to the order of [ ] (the “Bank”) on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of JPMorgan Chase Bank, N.A., in accordance with Section 4.1 of the Credit Agreement (as hereafter defined), the aggregate unpaid principal amount of all Loans made by the Bank to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Loan from time to time outstanding hereunder at the rates, and Commitments payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books or records or on a schedule attached to this Note, which is a part hereof, each Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances from time to time outstanding hereon, whether the Loan is a Base Rate Loan or a Eurodollar Loan, and the interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Note all such amounts shall be recorded on a schedule attached to this Note. The record thereof, whether shown on such books or records or on a schedule to this Note, shall be prima facie evidence of the same; provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Note is one of the Notes referred to in the Amended and Restated Credit Agreement dated as of July 30, 2018, among, inter alia, the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent; U.S. Bank National Association, as Syndication Agent; and the financial institutions party thereto (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of New York. Prepayments may be made hereon and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder. BLACK HILLS CORPORATION, a South Dakota corporation By: Name: Title: This Compliance Certificate is furnished to JPMorgan Chase Bank, N.A., as Administrative Agent pursuant to the Amended and Restated Credit Agreement dated as of July 30, 2018, among, inter alia, Black Hills Corporation, a South Dakota corporation (“Borrower”), JPMorgan Chase Bank, N.A., as Administrative Agent; U.S. Bank National Association, as Syndication Agent; and the financial institutions party thereto (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected or appointed of the Borrower; 2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements; 3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or an Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; 4. Schedule 1 attached hereto sets forth financial data and computations evidencing compliance with certain covenants of the Credit Agreement, all of which data and computations are true, complete and correct. All computations are made in accordance with the terms of the Credit Agreement; and 5. Schedule 2 attached hereto sets forth a reasonably detailed description of any material change in any of the material information set forth on Schedules 5.2 and 5.5 of the Credit Agreement since the date of the Compliance Certificate delivered pursuant to the Credit Agreement. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event: The foregoing certifications, together with the computations set forth in Schedule 1 hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of , 20 . A. Consolidated Indebtedness to Capitalization Ratio (Section 7.17) $ 1. Consolidated Indebtedness $ 2. Non-Recourse Indebtedness $ 3. Consolidated Indebtedness (Line A1 minus Line A2) $ 4. Consolidated Net Worth $ 5. Capital (Line A3 plus Line A4) $ 6. Consolidated Indebtedness to Capitalization Ratio :1.00 ratio of (A) Line A3 to (B) Line A5 not to exceed 0.65 to 1.00, measured on a quarterly basis. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Bank under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations under sold and assigned pursuant to clause (i) above (the Guarantee rights and the Security Documents are reaffirmed obligations sold and remain in full force and effect on a continuous basis after giving effect assigned pursuant to this Agreement clauses (i) and (iiiii) all security interests above being referred to herein collectively as, the “Assigned Interest”). Such sale and liens granted under assignment is without recourse to the Security Documents are reaffirmed Assignor and, except as expressly provided in this Assignment and shall continue and secure Assumption, without representation or warranty by the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this AgreementAssignor.

Amendment and Restatement. (a) The Credit PartiesEffective as of the Closing Date, the Administrative Agent, the Letter of Second Amended and Restated Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Agreement shall be and hereby are amended and restated in their its entirety by this Agreement and the Second Amended and Restated Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Borrower Obligations” under and as defined in the Second Amended and Restated Credit Agreement (whether or not such “Borrower Obligations” are contingent as of the Closing Date). The terms and conditions of this Agreement and the terms rights and provisions remedies of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with under this Agreement and the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations other Loan Documents shall apply to all of the Credit Parties Borrower Obligations incurred under the Existing Debt Facility Second Amended and is not intended Restated Credit Agreement. All Loans and Letters of Credit outstanding under the Second Amended and Restated Credit Agreement immediately prior to constitute a novation of the Existing Debt Facility. (c) By execution of Closing Date shall continue under this Agreement all parties hereto agree that Agreement. On and after the Closing Date, (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under references to any section (or subsection) of the Guarantee Second Amended and Restated Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. The parties hereto acknowledge and agree that the Liens securing payment of the “Borrower Obligations” as defined in the Second Amended and Restated Credit Agreement, shall from and after the Closing Date secure the payment and performance of all Borrower Obligations for the benefit of the Administrative Agent and the Security Documents are reaffirmed Secured Parties, and remain all such Liens shall continue in full force and effect on a continuous basis after giving effect to this Agreement and are hereby confirmed and reaffirmed by each of the Loan Parties. The parties hereto further acknowledge and agree that all “Security Documents” as defined in the Second Amended and Restated Credit Agreement shall remain in full force and effect after the Closing Date in favor of and for the benefit of the Administrative Agent and the Secured Parties (iii) with each reference therein to the collateral agent, the credit agreement or a loan document being a reference to the Administrative Agent, this Agreement or the other Loan Documents, as applicable), and each Loan Party hereby confirms and ratifies its obligations thereunder. In furtherance of the foregoing, Administrative Agent is hereby appointed as collateral agent in connection with the foregoing, and shall be entitled to all security interests of the benefits, rights, privileges and liens granted immunities hereunder and under the Security other Loan Documents are reaffirmed with respect to the foregoing. This amendment and shall continue restatement is limited as written and secure the Obligations hereunder is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and the obligations conditions of the Guarantors under Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. This Agreement shall not constitute a novation of the Guarantee after giving effect to this Second Amended and Restated Credit Agreement or of any other Loan Document (as defined in the Second Amended and Restated Credit Agreement).

Amendment and Restatement. The parties to this Agreement agree that, upon (ai) The Credit Parties, the Administrative Agent, execution and delivery by each of the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and, as of the Effective Date, shall be governed by the terms of) this Agreement and the terms and provisions of other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (bCredit Agreement) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding to the amendment and restatement of the Existing Debt Facility by this Agreement“Administrative Agent”, the “Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent Agreement” and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the continuation Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and, as of the Loans and Commitments hereunderEffective Date, shall be governed by the terms of) this Agreement, (iic) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and the other Loan Documents, (iiid) all security interests and liens granted the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Security Documents Existing Credit Agreement as are reaffirmed necessary in order that each such Lender’s Revolving Credit Exposure and shall continue and secure the Obligations outstanding Revolving Loans hereunder and the obligations reflect such Lender’s Applicable Percentage of the Guarantors outstanding aggregate Revolving Exposures on the Effective Date and (e) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Guarantee after giving effect to this Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 2.16 hereof.

Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: (a) The Simultaneously with the Closing Date, the parties hereby agree that the Commitments shall be as set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Credit PartiesAgreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 10.06 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender's Applicable Percentage shall be as set forth on Schedule 2.01. (b) Each Borrower, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 13.22)herein, shall be superseded by this Agreement. (bc) Notwithstanding the this amendment and restatement of the Existing Debt Facility by this Credit Agreement, including anything in this Section 1.10, and in any related “Loan Documents” (as such term is defined in the Existing Credit Parties shall continue Agreement and referred to be liable to each Indemnified Person with respect to agreements on their part herein, individually or collectively, as the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Loan Party under the Existing Debt Facility to indemnify Credit Agreement and hold harmless other Prior Loan Documents shall continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than a Loan Party under the Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Indemnified Person from hereunder, and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent (ii) each of this Agreement and the Lenders may be subject arising Notes and any other Loan Document (as defined herein) that is amended and restated in connection with the Existing Debt Facility. This this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Credit Parties Borrowers under the Existing Debt Facility Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Debt Facility. (c) By execution Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that Interest Periods for all references to Eurodollar Rate Loans outstanding under the Existing Debt Facility and Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurodollar Rate Loans and Commitments thereunder shall be deemed to refer to under this Agreement and accrue interest at the continuation Eurodollar Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Rate in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and each Lender hereby agree that any “Guarantor” (as defined in the Prior Loan Documents) that is not a party to the Guaranty as of the Loans and Commitments hereunder, (ii) all Closing Date shall be released from its obligations under the Guarantee “Guaranty” (as defined in the Prior Loan Documents) and that any Liens granted by any such “Guarantor” under all “Security Instruments” (as defined in the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iiiPrior Loan Documents) all security interests and liens granted under other than the Security Documents are reaffirmed and Mortgages shall continue and secure be released. Each Lender hereby authorizes the Obligations hereunder and Administrative Agent, at the obligations sole expense of the Guarantors under Borrowers, to execute and deliver all releases and other documents reasonably necessary in connection with the Guarantee after giving effect to this Agreementrelease of such “Guarantors”.

Amendment and Restatement. (a) The Credit Parties15.21.1 . Without in any way impairing the validity or enforceability of any Loan Document: 15.21.1 On the Closing Date, the Administrative AgentExisting Credit Agreement and each of the other related material “Loan Documents” as defined therein (collectively, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the “Existing Debt Facility shall Loan Documents”) will be and hereby are amended and restated in their its entirety by this Agreement and the corresponding other Loan Documents, as applicable, and the Existing Loan Documents will thereafter be of no further force and effect; provided that this Agreement and the other Loan Documents are not intended to constitute a novation of the obligations and liabilities under the Existing Credit Agreement but rather a restatement and continuation thereof pursuant to the terms set forth in the applicable Loan Documents. 15.21.2 Each Borrower, the Agent, and the Lenders acknowledge that effective as of the Closing Date, all Existing Letters of Credit, if any, will constitute Letters of Credit under this Agreement with the same effect as if issued by the Issuing Bank at the request of Borrowers on the Closing Date. The Obligors, the Agent, and the Lenders further acknowledge that effective as of the Closing Date, all interest, fees, expenses, and other obligations under the Existing Credit Agreement and the other Existing Loan Documents, if any, that remain unpaid as of the effective time of this Agreement will continue and will be assumed by the Obligors and remain outstanding and payable under this Agreement and the other Loan Documents. 15.21.3 The terms and conditions of this Agreement and the terms Agent’s and provisions Lenders’ rights and remedies under this Agreement and the other Loan Documents apply to all of the Existing Debt Facilityobligations, except as otherwise provided in this Agreement (includingincluding indemnification and reimbursement obligations, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part incurred under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityLoan Documents. 15.21.4 On and after the Closing Date, (ca) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder shall Loan Documents (other than this Agreement) will be deemed to refer to this the Existing Credit Agreement as amended and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to restated by this Agreement and (iiib) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations references to any section (or subsection) of the Guarantors under Existing Credit Agreement in any Loan Document (but not this Agreement) will be deemed amended, mutatis mutandis, to refer to the Guarantee after giving effect to corresponding provisions of this Agreement. 15.21.5 Reference is made to the "Lenders" under the Existing Credit Agreement (the "Existing Lenders"). In connection with the amendment and restatement hereunder, each of the Existing Lenders will be deemed to have assigned its right, title and interest under the Existing Credit Agreement and other Existing Loan Documents to the Agent and the Agent shall be deemed to have assigned such right, title and interests to the Lenders hereunder, and such Lenders shall be deemed to have assumed and accepted such right, title and interest, all such that each Lender shall hold its Revolver Commitments set forth on Schedule 1.2 hereto.

Amendment and Restatement. (a) The Credit Parties, This Agreement amends and restates in their respective entireties the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Existing Loan Agreement and the Lenders hereby agree that Existing Security Agreement and, upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Loan Agreement and the terms and provisions Existing Security Agreement shall, subject to this Section 13.24, be superseded hereby. All references to the “Loan Agreement” or the “Security Agreement” contained in any of the Loan Documents executed in connection with the Existing Debt Facility, except as otherwise provided in this Loan Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by deemed to refer to this Agreement. (b) . Notwithstanding the amendment and restatement of the Existing Debt Facility Loan Agreement and the Existing Security Agreement by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part “Liabilities” (as defined under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties Loan Agreement) outstanding under the Existing Debt Facility Loan Agreement as of this date shall remain outstanding and is constitute continuing Obligations hereunder. Such outstanding Obligations and the liens securing payment thereof shall in all respects be continuing, and this Agreement shall not intended be deemed to constitute evidence or result in a novation or repayment and reborrowing of such Obligations. In furtherance of and without limiting the foregoing, from and after the date hereof and except as expressly specified herein, the terms, conditions, and covenants governing the Obligations outstanding under the Existing Debt Facility. (c) By Loan Agreement shall be solely as set forth in this Agreement, which shall supersede the Existing Loan Agreement in its entirety. In addition to the foregoing, nothing herein shall be construed as having the effect of terminating or releasing the liens and security interests granted pursuant to the Existing Security Agreement. Instead, it is the express intention of Borrowers to reaffirm such grants as valid and enforceable security interests and liens which originally attached to the Collateral pursuant to the Existing Security Agreement and are continuing in favor of Lender under this Agreement. Neither the execution and delivery of this Agreement all parties hereto agree that (i) each nor any of the Security Documents terms hereof (including, without limitation, the addition of BG Staffing, BG Personnel Services, BG Personnel and the other Credit Documents is hereby amended B G Staff Services, as borrowers, such that LTN Staffing, BG Staffing, BG Personnel Services, BG Personnel and B G Staff Services are all references to the Existing Debt Facility “Borrowers” and the Loans and Commitments thereunder each a “Borrower”) shall be deemed to refer to this Agreement and the continuation adversely affect any of the Loans liens and Commitments hereunder, (ii) all obligations security interests in favor of Lender under the Guarantee Existing Security Agreement, as amended and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementrestated hereby.

Amendment and Restatement. (a) The Credit PartiesThis Agreement amends and restates the provisions of the Existing Parent GCA that relate to the granting of a security interest or the provision of Collateral, which agreement was assigned to the Collateral Agent pursuant to that certain Master Reaffirmation and Assignment and Assumption of Liens and Security Interests, dated as of the date hereof, by and among the Borrower, the Administrative Agentother Existing Grantors party thereto, the Letter of Credit IssuerGrantor, the Swingline Lender ▇▇▇▇▇ Fargo Bank, N.A., as administrative agent, UMB Bank, N.A., as trustee and the Lenders hereby agree Collateral Agent. This Agreement renews, continues and extends all security interests granted by Grantor which are existing by virtue of the Existing Parent GCA, but the terms, provisions and conditions of such security interests shall hereafter be governed in all respects by this Agreement and any amendments, amendments and restatements, supplements or other modifications hereto. Notwithstanding the fact that upon the effectiveness Collateral described in and subject to the Existing Parent GCA is subject to the security interests existing by virtue of this Agreement, this Agreement does not, and shall not be construed to, release, novate, discharge, extinguish or diminish, in any way, the terms and provisions security interests granted by Grantor existing by virtue of the Existing Debt Facility shall be Parent GCA, or the priority thereof. The execution and hereby are amended and restated in their entirety by the terms and conditions delivery of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute effect a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each Parent GCA, or the obligations and liabilities thereunder, and shall not evidence repayment or termination of the Security Documents obligations and liabilities of the other Credit Documents is hereby amended such that all references to Grantor under the Existing Debt Facility Parent GCA. The Grantor hereby acknowledges, agrees to comply with and agrees to take any actions reasonably requested by the Loans and Commitments thereunder shall be deemed Collateral Agent to refer to this Agreement and facilitate the continuation occurrence of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain actions contemplated in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this AgreementSection 10.16.

Amendment and Restatement. (a) The Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions As of the Existing Debt Facility shall be New Closing Date, Borrower hereby (1) unconditionally ratifies and hereby are amended confirms, renews and restated reaffirms all of its obligations under each of the other Loan Documents, (2) acknowledges and agrees that such obligations remain in their entirety by full force and effect, binding on and enforceable against it in accordance with the terms terms, covenants and conditions of this Agreement and the terms other Loan Documents (as amended hereby), in each case, without impairment, and provisions (3) represents, warrants and covenants that it is not in default under this Agreement or any of the Existing Debt Facilityother Loan Documents beyond any applicable notice and cure periods, except as otherwise provided in this Agreement (includingand there are no defenses, without limitation, clause offsets or counterclaims against the Indebtedness. (b) Sears Holdings Corporation hereby (1) unconditionally approves and consents to the execution by Borrower of this Agreement and the modifications to the Loan Documents effected hereby, (2) unconditionally ratifies, confirms, renews and reaffirms all of its obligations under the Guaranty, (3) acknowledges and agrees that its obligations under the Guaranty remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of such documents without impairment, and (4) as of the New Closing Date, represents, warrants and covenants that (i) it is not in default under the Guaranty beyond any applicable notice and cure periods and (ii) there are no defenses, offsets or counterclaims against its obligations under the Guaranty. (c) Lender, Borrower and Guarantor hereby agree that the other Loan Documents are amended as follows: (i) All references to “Lender” in each of the Loan Documents shall mean each party that is a “Lender” hereunder. (ii) Section 13.22), 7.1(a) of this Agreement shall be superseded incorporated by reference into each of the Loan Documents and each reference to “Lender” in any Loan Document shall be subject to the terms of Section 7.1(a) of this Agreement. (biii) Notwithstanding the amendment and restatement All references to “Loan Agreement” in each of the Existing Debt Facility by Loan Documents shall mean this Agreement, and all references to “Loan Documents shall mean the Credit Parties Loan Documents as amended by this Section 7.30. As applicable, references to “Closing Date” in any Loan Document shall continue mean the “Original Closing Date.” All references in any other Loan Document to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations principal amount of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation Loan or any of the Existing Debt FacilityNotes are hereby deemed revised to reflect the principal amount of the Loan outstanding from time to time pursuant to this Agreement. All other terms defined in any Loan Document by reference to the “Loan Agreement” shall have the respective meanings ascribed to such terms in this Agreement. (cd) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and Upon Lender’s request, Borrower shall execute such amendments to the other Credit Loan Documents is hereby amended as reasonably necessary to conform such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to with this Agreement.

Amendment and Restatement. (a) The This Agreement shall amend and restate the Original Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Agreement in its entirety and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are Original Credit Agreement as so amended and restated in their entirety is hereby ratified and confirmed by the terms parties hereto. Nothing in this Agreement shall be construed as a substitution or novation of any existing Loans outstanding under the Original Credit Agreement as of the date hereof which shall remain outstanding under this Agreement after the date hereof. For greater certainty (i) all “Loans” outstanding under the Original Credit Agreement as of the date hereof are, and conditions of shall be, “Loans” under this Agreement and constitute “Obligations” under this Agreement and shall be secured by the terms Security; and provisions (ii) the amounts outstanding on the date hereof under the Credit Facility pursuant to or contemplated by the Original Credit Agreement are deemed to be outstanding under the Credit Facility and constitute “Obligations” under this Agreement and shall be secured by the Security. The Lenders party to this Agreement as of the Existing Debt Facility, except date hereof shall allocate the outstanding Obligations among the applicable Credit Facility to reflect the Applicable Percentages of each Lender as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), the date hereof and any Loans allocated to a Lender to reflect the Commitments and Applicable Percentages shall be superseded deemed purchased and assumed by this Agreement. (b) Notwithstanding such Lender and any such Loans allocated by a Lender shall be deemed sold and assigned by such Lender. The Borrower and each Guarantor originally party thereto, acknowledge, confirm and agree that, notwithstanding the amendment and restatement of the Existing Debt Facility by this Original Credit Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the all Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain granted by it continues in full force and effect on effect, constitutes a continuous basis after giving effect legal, valid and binding obligation of the Borrower and each Guarantor, as applicable, enforceable against it in accordance with its terms (except to this Agreement the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and other laws of general application limiting the enforcement of creditor’s rights generally and the fact that the courts may deny the granting or enforcement of equitable remedies), and secures payment and performance by the Borrower and each Guarantor of its Obligations, and (iiiii) all security interests and liens granted under the Security Documents are reaffirmed to which it is a party is hereby ratified and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementconfirmed.

Amendment and Restatement. (ai) The Credit PartiesObligors, the Administrative Agent, the Letter of Credit IssuerCanadian Administrative Agent, the Swingline Lender Issuing Banks and the Lenders hereby agree that upon the effectiveness of this AgreementA&R Closing Date, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise provided in this Agreement (including, without limitation, clause paragraph (b) of this Section 13.2212.18), shall be superseded by this Agreement. (bii) Notwithstanding the amendment and restatement of the Existing Debt Facility Credit Agreement by this Agreement, the Credit Parties Obligors shall continue to be liable in accordance with the terms and subject to the limitations set forth in the Existing Credit Agreement to each Indemnified Person indemnitee under Section 12.04 of the Existing Credit Agreement with respect to agreements on their part under the Existing Debt Facility Credit Agreement to indemnify and hold harmless such Indemnified Person indemnitee from and against all claims, demandslosses, liabilities, damagesclaims, losses, costs, charges and expenses damages to which the Administrative Agent and the Lenders such indemnitee may be subject arising in connection with the Existing Debt FacilityCredit Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties Obligors under the Existing Debt Facility Credit Agreement and is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement. (ciii) By execution of this Agreement all parties hereto agree that on and after the A&R Closing Date (i) each of the Security Documents and the other Credit Documents relevant Basic Document is hereby amended such that all references to the Existing Debt Facility Credit Agreement and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee Parent Guaranty, the Company Guaranty, the Subsidiary Guaranty and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement Agreement, subject to any applicable limitations and conditions set forth therein, and (iii) all security interests and liens granted under the Security Documents and the other Basic Documents are reaffirmed and shall continue and secure the Obligations obligations hereunder and thereunder, and the obligations of the Guarantors Obligors under the Guarantee Parent Guaranty, the Company Guaranty, the Subsidiary Guaranty and the other Basic Documents after giving effect to this AgreementAgreement and the Parent Guaranty, the Company Guaranty and the Subsidiary Guaranty are reaffirmed subject to any applicable limitations and conditions set forth therein. After giving effect to this Agreement and the transactions contemplated hereby, neither the modification of the Existing Credit Agreement effected pursuant to this amendment and restatement nor the execution, delivery, performance or effectiveness of this Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to the Basic Documents, and such Liens continue unimpaired with the same priority to secure repayment of all obligations purported to be secured thereby, whether heretofore or hereafter incurred, or (ii) requires that any new filings be made or other actions taken to perfect or to maintain the perfection of such Lien.

Amendment and Restatement. This Agreement amends and restates in its entirety the 2014 Credit Agreement; and the Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (aas all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the 2014 Credit Agreement) shall continue to secure the Obligations hereunder. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Agent and the Lenders hereby acknowledge and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility 2014 Credit Agreement by this AgreementAgreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claimsobligations, demandsloans, liabilities, damagesor indebtedness under the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein) thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein). For the avoidance of doubt, lossesthe Loan Parties, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, acknowledge and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By agree that upon execution of this Agreement all by the parties hereto agree hereto, Hallador Energy Company shall be the Borrower hereunder and shall no longer be, and is hereby released as, a Guarantor under this Agreement and any other Loan Document (but shall be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement and any other Loan Documents (but shall be bound as a Guarantor). Table of Contents For purposes of determining the Applicable Margin, Commitment Fee, and the Applicable Letter of Credit Fee Rate: (a) As of the Third Amendment Closing Date, pricing shall be fixed at the level and rates that correspond with Level IV of the Pricing Grid, until the date on which a Compliance Certificate for the fiscal period ending March 31, 2020 is due to be delivered in accordance with Section 8.3.3. If a Compliance Certificate is not delivered when due in accordance with Section 8.3.3, then the rates in Level IV shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) each the Leverage Ratio as calculated by the Borrower as of the Security Documents any applicable date was inaccurate and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the Issuing Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the Issuing Lender, as the case may be, under Sections 2.9 [Letter of Credit Subfacility] or 4.4 [Interest After Default] or 9 [Default]. The Borrower’s obligations under this paragraph shall survive the Guarantee termination of the Commitments and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) repayment of all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the other Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementhereunder.

Amendment and Restatement. (a) The Credit PartiesBorrower, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender Banks and the Lenders hereby Administrative Agent agree that that, upon (i) the effectiveness execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as not intended to and shall not constitute a substitution ofnovation, payment and not as a payment of, the obligations reborrowing or termination of the Credit Parties Obligations under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Credit Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. The commitment of each Bank that is hereby amended such that all references a party to the Existing Debt Facility Credit Agreement shall, on the date hereof, automatically be deemed amended and the Loans only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and Commitments thereunder the “Credit Documents” shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunderCredit Documents, (iib) all obligations constituting “Obligations” under the Guarantee and Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to date hereof shall continue as Obligations under this Agreement and the other Credit Documents and (iiic) all security interests the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and liens granted loan exposure under the Security Documents Existing Credit Agreement as are reaffirmed necessary in order that Obligations in respect of Loans, Letters of Credit, interest and shall continue fees due and secure payable to a Bank hereunder reflect such Bank’s Commitments on the Obligations hereunder date hereof, and the obligations Borrower hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Bank in connection with the sale and assignment of any Eurodollar Loan on the Guarantors under terms and in the Guarantee after giving effect to this Agreementmanner set forth in Section 2.11 hereof.

Amendment and Restatement. (a) The On the Restatement Effective Date, the Original Credit PartiesAgreement shall be amended and restated in its entirety in the form of this Agreement and (i) all references to the Original Credit Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Original Credit Agreement as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document other than this Agreement shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as amended and restated hereby. Each Loan Party, the Administrative Agent, the Letter of Credit IssuerLenders, the Swingline Lender and the Issuing Lenders hereby agree that upon the effectiveness of this Agreement, the terms acknowledge and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each all Letters of Credit issued under and as defined in the Original Credit Agreement and outstanding as of the Security Documents and the other Restatement Effective Date shall continue as Letters of Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to under this Agreement and the continuation of the Loans and Commitments hereunderwill be deemed issued under this Agreement, (ii) all obligations of any Loan Party under or in respect of Specified Hedging Agreements (other than, with respect to any Loan Party, any Excluded Hedging Obligations of such Loan Party)under and as defined in the Guarantee and Original Credit Agreement that remain outstanding as of the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to Restatement Effective Date shall continue as Specified Hedging Agreements for purposes of this Agreement and (iii) all security interests Cash Management Obligations under and liens as defined in the Original Credit Agreement owing to a Lender or any Affiliate of a Lender that remain outstanding as of the Restatement Effective Date shall continue as Cash Management Obligations for purposes of this Agreement. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Original Credit Agreement (including the Obligations) or to evidence, and does not evidence, payment of all or any portion of such obligations and liabilities. (b) On the Restatement Effective Date, (i) the Original Credit Agreement shall be of no further force and effect except to evidence the incurrence by the Loan Parties of the “Obligations” under and as each term is defined therein (whether or not such “Obligations” are contingent as of the Restatement Effective Date), (ii) all “Obligations” under the Original Credit Agreement as of the Restatement Effective Date shall be deemed to be Obligations as defined herein (whether or not such “Obligations” are contingent as of the Restatement Effective Date) and (iii) all “Liens” (as defined in the Original Credit Agreement) granted under the Security Loan Documents are reaffirmed and shall continue and to secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementas defined herein.

Amendment and Restatement. With effect from the date of this Deed: (a) The Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby Parties agree that upon the effectiveness of this Agreement, the terms Master Definitions and provisions of the Existing Debt Facility Framework Deed shall be and hereby are amended and restated in their entirety by (the terms Amended and conditions of this Agreement Restated Master Definitions and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (bFramework Deed) of this Section 13.22), so that it shall be superseded by read and construed for all purposes as set out in Schedule 1 (Amended and Restated Master Definitions and Framework Deed) to this Agreement.Deed; (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this AgreementIssuer, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent Trustee and the Lenders may Delegate agree that the Master Issuer Declaration of Trust shall be subject arising amended and restated (the Amended and Restated Master Issuer Declaration of Trust) so that it shall be read and construed for all purposes as set out in connection with the Existing Debt Facility. This Agreement is given as a substitution of, Schedule 2 (Amended and not as a payment of, the obligations Restated Master Issuer Declaration of the Credit Parties under the Existing Debt Facility and is not intended Trust) to constitute a novation of the Existing Debt Facility.this Deed; (c) By execution of this Agreement all parties hereto Holding, the Asset Trustee, the Issuer, the Trustee, the Delegate and IILM agree that the Asset Declaration of Trust shall be amended and restated (ithe Amended and Restated Asset Declaration of Trust) each so that it shall be read and construed for all purposes as set out in Schedule 3 (Amended and Restated Asset Declaration of Trust) to this Deed; (d) Holding, the Security Documents Asset Trustee, the Issuer, the Trustee, the Delegate and the other Credit Documents is hereby Programme Administrator agree that the Programme Administration Agreement shall be amended such and restated (the Amended and Restated Programme Administration Agreement) so that it shall be read and construed for all references purposes as set out in Schedule 4 (Amended and Restated Programme Administration Agreement) to this Deed; (e) the Existing Debt Facility Issuer, the Trustee, the Delegate, the Issuing and Paying Agent, the Calculation Agent, the Registrar, the Transfer Agent and the Loans and Commitments thereunder Programme Administrator agree that the Agency Agreement shall be deemed to refer amended and restated (the Amended and Restated Agency Agreement) so that it shall be read and construed for all purposes as set out in Schedule 5 (Amended and Restated Agency Agreement) to this Agreement Deed; (f) Holding, the Asset Trustee, the Asset Custodian and the continuation of Programme Administrator agree that the Loans Asset Custody Agreement shall be amended and Commitments hereunderrestated (the Amended and Restated Asset Custody Agreement) so that it shall be read and construed for all purposes as set out in Schedule 6 (Amended and Restated Asset Custody Agreement) to this Deed; and (g) the Issuer, (ii) all obligations under the Guarantee Trustee, Holding, the Asset Trustee, the Account Bank, the Delegate and the Security Documents are reaffirmed Programme Administrator agree that the Account Bank Agreement shall be amended and remain restated (the Amended and Restated Account Bank Agreement) so that it shall be read and construed for all purposes as set out in full force Schedule 7 (Amended and effect on a continuous basis after giving effect Restated Account Bank Agreement) to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this AgreementDeed.

Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, the parties hereby agree that the Commitments shall be as set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts (as such term is defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 11.06 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 11.06 of the Existing Credit Agreement or Section 11.06 of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01. (b) The Credit PartiesBorrowers, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 13.22)herein, shall be superseded by this Agreement. (bc) Notwithstanding the this amendment and restatement of the Existing Debt Facility by this Credit Agreement, including anything in this Section 1.10, and in any related “Loan Documents” (as such term is defined in the Existing Credit Parties shall continue Agreement and referred to be liable to each Indemnified Person with respect to agreements on their part herein, individually or collectively, as the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrowers under the Existing Debt Facility to indemnify Credit Agreement and hold harmless other Prior Loan Documents shall continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than the Borrowers under the Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Indemnified Person from hereunder, and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent (ii) each of this Agreement and the Lenders may be subject arising Notes and any other Loan Document (as defined herein) that is amended and restated in connection with the Existing Debt Facility. This this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Credit Parties Borrowers under the Existing Debt Facility Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Debt Facility. (c) By execution Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and outstanding under the Existing Credit Agreement all parties hereto agree that shall continue as Loans hereunder and shall constitute advances hereunder and accrue interest at the Base Rate or at the Relevant Rate hereunder (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility extent applicable, with the same Interest Period); provided, that on and after the Loans and Commitments thereunder Closing Date, the Applicable Rate applicable to any Loan shall be deemed as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations any margin applicable thereto under the Guarantee and Existing Credit Agreement prior to the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this AgreementClosing Date.

Amendment and Restatement. (a) The Credit Partiesparties hereto agree that, on the Closing Date, the Administrative Agentfollowing transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all Debt and other obligations (including, without limitation, any outstanding Loans) under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to Debt and other obligations (including, without limitation, any outstanding Loans) outstanding hereunder under the corresponding facilities described herein and (c) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The execution and delivery of this Agreement shall not constitute a novation of any Debt or other obligations owing to the Lenders or the Agent under the Existing Credit Agreement. (b) Simultaneously with the effectiveness of this Agreement on the Closing Date, the Letter parties hereby agree that, notwithstanding the provisions regarding assignments set forth in Section 10.10 hereof and Section 10.10 of the Existing Credit IssuerAgreement, the Swingline Lender Commitments and Commitment Percentages shall be as set forth in Schedule 1-A and the Lenders portion of the Loans outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitment Percentages and the requisite assignments shall be deemed to be made in such amounts by and between the Banks and from each Bank to each other Bank, with the same force and effect as if such assignments were evidenced by applicable Assignment Agreements (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.10 of the Existing Credit Agreement or Section 10.10 of this Agreement, no other documents or instruments, including any Assignment Agreements, shall be executed in connection with these assignments (all of which requirements are hereby agree that upon waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment Agreement. On the Closing Date and substantially concurrently with the effectiveness of this Agreement, to the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreementextent necessary, the Credit Parties Banks shall continue to be liable to make full cash settlement with each Indemnified Person other either directly or through the Agent, as the Agent may direct or approve, with respect to agreements on their part under the Existing Debt Facility to indemnify all such assignments and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended reallocations such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement such settlements each Bank’s Commitment Percentages with respect to the Commitments and (iii) all security interests and liens granted under the Security Documents are reaffirmed and outstanding Loans shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.be as set forth on Schedule 1-A.

Amendment and Restatement. (a) The Credit PartiesOn the Closing Date, the Administrative Agent, the Letter of Original Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Agreement shall be and hereby are amended and restated in their its entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (ba) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder Original Credit Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Original Credit Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (c) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the continuation Original Credit Agreement as amended and restated hereby and (d) each of the Loans Loan Parties hereby (i) reaffirms all of its obligations under each of the Loan Documents to which it is a party and Commitments hereunder, (ii) acknowledges and agrees that subsequent to, and taking into account all obligations under of the Guarantee terms and conditions of the Security Documents are reaffirmed and Agreement, each Loan Document to which it is a party shall remain in full force and effect on in accordance with the terms thereof. This Credit Agreement is not intended to constitute, and does not constitute, a continuous basis novation of the obligations and liabilities under the Original Credit Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and liabilities. (b) On and after giving the Closing Date, (i) the Original Credit Agreement shall be of no further force and effect except to evidence the incurrence by any Loan Party of the “Obligations” and “Secured Obligations” under and as each term is defined therein (whether or not such “Obligations” and “Secured Obligations” are contingent as of the Closing Date), (ii) all “Obligations” and “Secured Obligations” under the Original Credit Agreement as of the Closing Date shall be deemed to be Obligations and Secured Obligations outstanding under this Agreement (whether or not such “Obligations” and “Secured Obligations” are contingent as of the Closing Date) and (iii) all security interests and liens “Liens” (as defined in the Original Credit Agreement) granted under the Security Loan Documents are reaffirmed and shall continue and to secure the Obligations and Secured Obligations under this Agreement. (c) With respect to any “Lender” party to (and as defined in) the Original Credit Agreement who has elected not to become a Lender under this Agreement (a “Departing Lender”’), the parties hereto agree that any assignment by such Departing Lender of its “Commitments” and/or “Obligations” (as such terms are defined in the Original Credit Agreement) to the Lenders hereunder and the obligations through a letter agreement in a form approved by Administrative Agent shall be effective notwithstanding any other provisions of the Guarantors under Original Credit Agreement or this Agreement to the Guarantee after contrary. After giving effect to any change to a Lender’s Revolving Commitment upon execution of this Agreement, it may be the case that the outstanding Revolving Exposure is not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the Closing Date, each of the parties hereto agrees that Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, upon the Closing Date and the execution of this Agreement, each Lender shares in the aggregate Revolving Exposure based on its Pro Rata Percentage.

Amendment and Restatement. (a) The Credit Parties, parties hereto agree to use ------------------------- reasonable efforts to accomplish the Administrative Agent, matters set forth in the Letter of Credit Issuer, recitals at the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions beginning of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (includingand, without limitation, clause agree to the following: (ba) For each Lender which has an Existing AGH Note, (i) the Borrower shall execute incremental promissory notes (the "Incremental Notes") in such amounts and payable to such of this Section 13.22)such Lenders that with the Existing AGH Notes payable to such Lenders will provide for each such Lender Notes which have an aggregate stated principal amount equal to such Lender's respective Commitments, shall be superseded by this Agreementand (ii) the Borrower will execute a Revolving Note, a Term A Note and/or a Term B Note, as applicable, payable to such Lender in the amount of such Lender's respective Commitments which Note or Notes (i) will replace in its entirety the Existing AGH Note, and, if such Lender also has an Incremental Note, consolidate such Lender's Incremental Note with its Existing AGH Note and (ii) constitute the Note or Notes the Borrower is obligated to deliver to such Lender as provided in Sections 2.02(g) and 3.01. (b) Notwithstanding For each Lender which does not require such a consolidation of Notes, the Borrower will deliver to such Lender the Note or Notes as provided in Sections 2.02(g) and 3.01. (c) Within a reasonable period of time following the Closing Date at the Borrower's cost the Administrative Agent, together, if necessary, with Bank One, Texas, N.A., in its capacity as administrative agent under the Existing AGH Credit Agreement prior to its amendment and restatement of the Existing Debt Facility by this AgreementAgreement shall amend the Florida Liens to reflect the change in the Person acting as Administrative Agent and all other matters reasonably requested by the Borrower or the Administrative Agent, the Credit Parties shall continue all in documentation reasonably acceptable to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityBorrower. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Closing Date. The Credit Parties, execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent, Agent under the Letter of Existing Credit Issuer, Agreement based on facts or events occurring or existing prior to the Swingline Lender execution and the Lenders hereby agree that upon the effectiveness delivery of this Agreement. On the Closing Date, the terms and provisions of credit facilities described in the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreementcredit facilities described herein. (b) Notwithstanding On the amendment Closing Date, (i) all advances and restatement commitments of any Person that is a “Lender” under the Existing Credit Agreement which is not a Lender hereunder (each, an “Exiting Lender”) shall be deemed to have been assigned to the Lenders hereunder (including via any fronting arrangement with the Arrangers), and any Person that is a “Lender” under the Existing Credit Agreement which is a Lender hereunder (including via any fronting arrangement with the Arrangers) shall be deemed to continue their outstanding advances and commitments under the Existing Credit Agreement as advances and commitments hereunder in their respective Facility, (ii) all advances and commitments of any Person that is a “Lender” under the Existing Credit Agreement and is a party to the Existing Lenders Agreement shall be subject to the terms of the Existing Debt Facility by this Lenders Agreement, (iii) the Administrative Agent may make such transfers of funds (all such transfers are deemed in compliance with the Loan Documents and shall supersede any provisions in this Agreement to the contrary) as are necessary in order that the outstanding balance of the Revolving Credit Parties Loans and the Term Loans, as applicable, are in accordance with the pro rata share of the Revolving Credit Commitments and Term Commitments, as applicable, of each of the Lenders hereunder and (iv) there shall continue have been paid in cash in full all principal owed to be liable to each Indemnified Person with respect to agreements on their part the Exiting Lenders under the Existing Debt Facility Credit Agreement, and all accrued but unpaid interest, fees and other amounts owing to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties any lender under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement. (c) By execution of this Agreement all parties hereto agree that Each Loan Party (i) each of agrees that the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to transactions contemplated by this Agreement and shall not limit or diminish the continuation obligations of the Loans and Commitments hereundersuch Person under, or release such Person from any obligations under, any Security Document to which it is a party, (ii) all confirms and reaffirms its obligations under each Security Document to which it is a party and (iii) agrees that each Security Document to which it is a party (to the Guarantee extent not amended and restated on the Security Documents are reaffirmed and remain Closing Date) remains (d) in full force and effect on and are hereby ratified and confirmed. In furtherance of the reaffirmations set forth in this Section 9.18(c), each Loan Party hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuous basis after giving effect security interest in, all Collateral and all proceeds thereof as security for the Obligations, in each case subject to this Agreement any applicable terms and (iii) all security interests and liens granted under conditions set forth in the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreementwhich it is a party.