Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. Effective as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.

Amendment and Restatement. Effective as of On the Closing Date, the Original Credit Agreement and the Original Guaranty and Collateral Agreement shall be amended, restated and superseded hereby in their entirety. The parties hereto acknowledge and agree that (i) this Agreement amends Agreement, any Notes delivered pursuant to Section 2.1.2 and restatesthe other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in its entirety, and supersedes the Original Credit Agreement. Each ) under the Original Credit Agreement as in effect prior to the Closing Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens on the Collateral (as defined herein) and as granted under the Collateral Documents (as defined in the Original Credit Agreement) securing payment of the parties hereto acknowledges such “Obligations” are in all respects continuing and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; provided, that all the Property of its obligations thereunder shall be valid the Borrowers’ securing such Liens is amended and enforceable restated pursuant to the terms of this Agreement; and shall not be impaired or limited by (iv) upon the execution or effectiveness of the amendment this Agreement all loans and restatement letters of the Original Credit Agreement. It is the intention of each of the parties hereto that credit outstanding under the Original Credit Agreement immediately before the effectiveness of this Agreement will be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations part of the Obligors Loans and Letters of Credit hereunder on the terms and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that conditions set forth in this Agreement does not constitute a novation Agreement. Without limitation of the foregoing, it is understood and agreed that the Borrowers’ security obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements Guaranty and the other Loan Documents. The parties hereto further acknowledge and agree that this Collateral Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to are evidenced by this Agreement.

Amendment and Restatement. Effective as It is the intention of the Closing Borrower, the Administrative Agent, and the Lenders, and such parties hereby agree, from and after the Effective Date, this Agreement amends supersedes and restates, replaces the Existing Credit Agreement in its entirety, and supersedes that (a) such amendment and restatement shall operate to renew, amend and modify certain of the Original Credit Agreement. Each rights and obligations of the parties hereto acknowledges under the Existing Credit Agreement as provided herein, but shall not act as a novation thereof, and agrees that any (b) except with respect to Liens on Properties of the Loan Documents to which it is a party or otherwise bound shall continue Existing Borrower, the Liens securing the “Secured Obligations” under and as defined in full force and effect and that all of its obligations thereunder shall be valid and enforceable and the Existing Credit Agreement shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreementextinguished, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents but shall be secured by the Security Documents carried forward and that this Agreement does not constitute a novation of the shall secure such obligations and liabilities existing under the Original Credit AgreementIndebtedness as renewed, the Permitted Hedging Agreements amended, restated, and the other Loan Documentsmodified hereby. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent Unless specifically amended hereby, each of the Loan Documents (including Documents, the Exhibits and the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. Each Lender hereunder that is an Existing Lender and the Existing Borrower each hereby consent to the amendments to, and amendments and restatements of, the Existing Loan Documents in the form of the Loan Documents.

Amendment and Restatement. Effective as of 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: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) all Loans (as defined in the Existing Credit Agreement) and other Obligations (as defined in the Existing Credit Agreement) outstanding on the Closing Date immediately prior to effectiveness of this Agreement amends shall in all respects be continuing and restates, in its entirety, shall be deemed to be Loans and supersedes Obligations outstanding hereunder on the Original terms set forth herein; (iii) the guarantees made to the lender and each other holder of the obligations under the Existing Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound , shall continue remain in full force and effect with respect to the Obligations and are hereby reaffirmed and (iv) the Obligations (as defined in the Existing Credit Agreement) held by lenders party to the Existing Credit Agreement that all are not Lenders hereunder as of its obligations thereunder the Closing Date shall be valid repaid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents their related commitments shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documentsterminated. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of to the Original Existing Credit Agreement validly made under and in accordance with the Original terms of Section 10.01 of the Existing Credit Agreement. Except The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the extent specifically amended hereby, each of Lender under the Loan Documents (including the Schedules Existing Credit Agreement based on facts or events occurring or existing prior to the Original Credit Agreement execution and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to delivery of this Agreement.

Amendment and Restatement. Effective On the Restatement Date, the Existing Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Security Agreement shall thereafter be and shall be deemed replaced and superseded in all respects by this Agreement. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the Obligations under the Existing Security Agreement or the other Loan Documents as in effect prior to the Restatement Date and which remain outstanding as of the Closing Restatement Date, this (ii) the Obligations under the Existing Security Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the other Loan Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereinafter subject to which it is a party or otherwise bound shall continue the terms herein) and (iii) without in any way limiting the grant of security pursuant to Section 2 of this Agreement, the Liens and security interests as granted under the Existing Security Agreement and the other applicable Loan Documents securing payment of such Obligations are in all respects continuing and in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by are reaffirmed hereby. To the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreementextent applicable, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit AgreementGrantors hereby acknowledge, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge confirm and agree that this Agreement constitutes an amendment any financing statements, filings with the United States Patent and Trademark Office or the United States Copyright Office or other instruments similar in effect to the foregoing under applicable law covering all or any part of the Original Credit Agreement validly made under and Collateral previously filed in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each favor of the Loan Documents (including Collateral Agent under the Schedules to the Original Credit Existing Security Agreement and the other Loan Documents) shall continue are in full force and effect and, from as of the date hereof and after each Grantor ratifies its authorization for the Closing Date, Collateral Agent to file in any relevant jurisdictions any such financing statement or other instrument relating to all references or any part of the Collateral if filed prior to the “Agreement” contained therein shall be deemed to refer to this Agreementdate hereof.

Amendment and Restatement. (a) Effective upon satisfaction of the conditions set forth in Section 3.1, this Agreement amends, restates, supersedes and replaces the Prior Credit Agreement in its entirety. This Agreement constitutes an amendment and restatement of the Prior Credit Agreement and is not, and is not intended by the parties to be, a novation of the Prior Credit Agreement. All rights and obligations of the parties shall continue in effect, except as otherwise expressly set forth herein. Without limiting the foregoing, except as expressly set forth herein, no Default or Event of Default existing under the Prior Credit Agreement as of the Closing Restatement Date shall be deemed waived or cured by this amendment and restatement thereof, except to the extent that such Default or Event of Default would not otherwise be a Default or Event of Default hereunder after giving effect to the provisions hereof. After giving effect to this amendment and restatement, as of the Restatement Date, the Term Loan Commitments of the Lenders under this Agreement amends are set forth on Appendix A. All references in the other Credit Documents to the Prior Credit Agreement shall be deemed to refer to and restatesmean this Agreement, in its entiretyas the same may be further amended, supplemented, and supersedes restated from time to time. In addition to the Original Credit Agreement. Each of the parties hereto acknowledges foregoing, each Collateral Document, as amended or amended and agrees that any of the Loan Documents to which it is a party or otherwise bound restated as contemplated herein, shall continue remain in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after to secure the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this AgreementObligations.

Amendment and Restatement. Effective as of (a) On the Closing Date, this the Existing Agreement amends shall be amended and restates, restated in its entiretyentirety by this Agreement, and supersedes the Original Credit Existing Agreement shall thereafter be of no further force and effect, except that the Grantors, the Administrative Agent and the Secured Parties agree that (i) Liens created under the Existing Agreement shall continue to exist under and be evidenced by this Agreement. Each of , (ii) the parties hereto acknowledges Existing Agreement shall continue to evidence the representations and agrees that any of warranties made by the Grantors prior to the Closing Date, (iii) except as expressly stated herein or amended, the other Loan Documents to which it is a party or otherwise bound shall continue are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations, and that all of its obligations thereunder (iv) the Existing Agreement shall continue to evidence any action or omission performed or required to be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations performed pursuant to the Original Existing Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing 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, Agreement existing prior to the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Closing Date. This Agreement does is not in any way intended to constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Existing Agreement.

Amendment and Restatement. Effective (a) On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except that Borrower, General Partner, Holdings, the Agent and the Lenders agree that (i) the incurrence by 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 amends and restatesthe other Loan Documents, in its entirety(ii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by Borrower, General Partner and supersedes Holdings prior to the Original Credit Agreement. Each of Closing Date, (iii) except as expressly stated herein or amended, the parties hereto acknowledges and agrees that any of the other Loan Documents to which it is a party or otherwise bound shall continue are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations, and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by (iv) the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Existing Credit Agreement shall continue to evidence any action or omission performed or required to be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations performed pursuant to the Original 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 Permitted Hedging Agreements and Existing Credit Agreement existing prior to the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Closing Date. This Agreement does is not in any way intended to constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Existing Credit Agreement validly made under or evidence payment of all or any portion of such obligations and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreementliabilities.

Amendment and Restatement. (a) Effective as of the Closing Effective Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing Debt and obligations (including the Obligations pursuant to Guarantees) under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents Agreement and that all Obligations Debt and other obligations (including the Guarantees) of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents thereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities (including the Guarantees) existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the terms of Section 13.2 of the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Exhibits and Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Effective Date, all references to the “"Credit Agreement” " contained therein shall be deemed to refer to this Agreement.

Amendment and Restatement. Effective as of (a) On the Closing Restatement Date, this the Existing Credit Agreement amends shall be amended, restated and restates, superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant to Section 3.1 and supersedes the Original other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement. Each ) under the Existing Credit Agreement as in effect prior to the Restatement Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of the parties hereto acknowledges such “Obligations” are in all respects continuing and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all secure the payment of its obligations thereunder shall be valid the Obligations (as defined in this Agreement) and enforceable are hereby fully ratified and shall not be impaired or limited by affirmed; and (iv) upon the execution or effectiveness of this Agreement all loans and letters of credit outstanding under the amendment and restatement Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the Original Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. It is the intention of each Without limitation of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended herebyforegoing, each of the Loan Documents (including the Schedules to the Original Credit Agreement Company and the each other Loan Documents) Party hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall continue in full force and effect and, from and after the Closing Date, Restatement Date secure all references to the “Agreement” contained therein shall be deemed to refer to this AgreementObligations hereunder.

Amendment and Restatement. Effective as of the Closing Date, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement amends and restates, the Original Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Secured Obligations” under and as defined in its entirety, the Original Credit Agreement (whether or not such “Secured Obligations” are contingent as of the Closing Date). The terms and supersedes conditions of this Agreement and the rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall apply to all of the Secured Obligations incurred under the Original Credit Agreement. Each of On and after the parties hereto acknowledges and agrees that any of Closing Date, (i) all references to the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to which it is a party refer to this Agreement and (ii) all references to any section (or otherwise bound subsection) of the Original 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 “Secured Obligations” as defined in the Original Credit Agreement, shall from and after the Closing Date secure the payment and performance of all Secured Obligations for the benefit of the Administrative Agent and the Secured Parties, and all such Liens shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and after giving effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.to

Amendment and Restatement. Effective Upon the effectiveness of this Agreement, the Amended and Restated Pledge and Security Agreement, dated as of the Closing DateJuly 3, this Agreement amends and restates2013, by Grantors in favor of Xxxxx Fargo, in its entiretycapacity as the collateral agent (the “Original Security Agreement”), shall be amended and supersedes restated in its entirety by this Agreement. The effectiveness of this Agreement shall not constitute a novation or repayment of the Obligations (as defined in the Original Credit Agreement). Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue Such Obligations (as defined in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is ), together with any and all additional Obligations incurred by the intention of each of Grantors under the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority or under any of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents Documents, shall continue to be secured by by, among other things, the Security Documents Collateral, whether now existing or hereafter acquired and that wheresoever located, all as more specifically set forth in this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto Each Grantor hereby further acknowledge ratifies and agree that this Agreement constitutes an amendment reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Original Credit Security Agreement validly made or any other Loan Document, to Collateral Agent, as collateral security for the obligations under and the Loan Documents in accordance with their respective terms, and acknowledges that all of such Liens and security interests, and all collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the Original Credit Agreementdate hereof. Except to Each Grantor hereby further reaffirms its obligations, liabilities, and the extent specifically amended herebyvalidity of all covenants by it contained in any and all Loan Documents, each of the Loan Documents (including the Schedules to the Original Credit as amended, supplemented or otherwise modified by this Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.

Amendment and Restatement. Effective as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Existing Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Obligations pursuant to the Original Existing Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents Agreement and that all Indebtedness and Obligations (other than Excluded Swap Obligations) of the Obligors Holdings and its Subsidiaries hereunder and under the Permitted Hedging Agreements and the other Loan Documents thereunder shall be secured by the Security Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Existing Credit Agreement. Each of the Credit Parties confirms for the benefit of the Secured Parties (including, without limitation, any future Lender) that the Permitted Hedging Agreements Collateral Documents shall continue in full force and effect and each of the other Loan Credit Parties hereby acknowledges and agrees that the Collateral and Liens granted by it pursuant to or in connection with the Existing Credit Agreement shall remain continuous and unaffected in accordance with the provisions of the Collateral Documents and such Collateral or Liens shall maintain the priority ranking originally achieved and shall not be discharged or released, and that the obligations secured thereunder will be the obligations defined as such in the Collateral Documents as those obligations have been amended (which includes any new commitments and/or the increase of any commitments) pursuant to this Agreement and any amended or new Credit Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Existing Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each terms of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.Section 10.5

Amendment and Restatement. Effective as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Existing Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Obligations pursuant to the Original Existing Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents Agreement and that all Indebtedness and Obligations and Guarantee of the Obligors Borrower and its Subsidiaries hereunder and under the Permitted Hedging Agreements and the other Loan Documents thereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Existing Credit Agreement, the Permitted Hedging Agreements and the other Loan DocumentsAgreements. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Existing Credit Agreement validly made under and in accordance with the Original terms of subsection 9.02 of the Existing Credit Agreement. Except to the extent In addition, unless specifically amended hereby, each of the Loan Documents (including Documents, the Exhibits and Schedules to the Original Existing Credit Agreement and the other Loan Documents) shall continue in full force and effect andand that, from and after the Closing Third Amendment Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement, the definition of any term defined in any Loan Document by reference to the terms defined in the Existing Credit Agreement shall be amended to be defined by reference to the defined term in this Agreement, as the same may be amended, restated, modified or supplemented and in effect from time to time. Furthermore, each reference, whether direct or indirect, in each Loan Document to “Obligations” shall be deemed to include any indebtedness or obligations incurred, or loans made, pursuant to the Third Amendment.

Amendment and Restatement. Effective as of (a) On the Closing Restatement Date, this the Existing Credit Agreement amends shall be amended, restated and restates, superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement, the Notes delivered pursuant to Sections 1.1(a)(ii) and supersedes 1.1(b)(i) (the Original “Restated Notes”) and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement. Each ) under the Existing Credit Agreement as in effect prior to the Restatement Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of the parties hereto acknowledges such “Obligations” are in all respects continuing and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all secure the payment of its obligations thereunder shall be valid the Obligations (as defined in this Agreement) and enforceable are hereby fully ratified and shall not be impaired or limited by affirmed; and (iv) upon the execution or effectiveness of this Agreement all loans and letters of credit outstanding under the amendment and restatement Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the Original Credit Loans hereunder on the terms and conditions set forth in this Agreement. It is Without limitation on the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended herebyforegoing, each of the Loan Documents (including the Schedules to the Original Credit Agreement Borrowers and the other Loan Documents) Credit Parties hereby fully and unconditionally ratifies and affirms all Collateral Documents and agree that all collateral granted thereunder shall continue in full force and effect and, from and after the Closing Date, date hereof secure all references to the “Agreement” contained therein shall be deemed to refer to this AgreementObligations hereunder.

Amendment and Restatement. Effective as The indebtedness and obligations evidenced by this Agreement and all instruments, agreements, and documents executed in connection herewith constitute an amendment, renewal, and restatement of all indebtedness and obligations of the Closing DateBorrower evidenced by the prior loan agreements, this Agreement amends and restates, in its entiretypromissory notes, and supersedes related loan documents (the Original Credit Agreement. Each of the parties hereto acknowledges "Prior Loan Documents") and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue remain in full force and effect except to extent modified by this Agreement and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment notes and restatement of the Original Credit Agreementother documents executed in connection herewith. It is the intention of each of the parties hereto that the Original Credit Agreement be amended All Uniform Commercial Code financing statements, fixtures filings, and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant agreements and/or collateral assignments executed and delivered to the Original Credit Agreement, Bank in connection with the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Prior Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue remain in full force and effect andin all respects as if the indebtedness and obligations secured and perfected with respect to such Uniform Commercial Code financing statements, from security agreements and after collateral assignments had been payable originally as provided by this Agreement and by the Closing Dateinstruments, all references to agreements and documents executed in connection herewith. If any inconsistency exists between this Agreement and the “original Loan Agreement” , the terms of this Agreement shall prevail. Nothing contained therein in this Agreement or in any security agreement, assignment, collateral assignment, mortgage or other document or instrument executed contemporaneously herewith shall be deemed to refer satisfy or discharge the indebtedness evidenced by the Prior Loan Documents (this being an amendment and restatement only) or terminate the security interests, assignments, mortgages, financing statements, fixture filings, or other documents or instruments previously executed and delivered granted to this Agreementthe Bank prior to the date hereof.

Amendment and Restatement. Effective as of It is intended by the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each parties hereto that (a) all obligations of the parties hereto acknowledges under the Existing Credit Agreement shall continue to exist under and agrees that any of be evidenced by this Agreement and the other Loan Documents; and (b) except as expressly stated herein or amended hereby, the Existing Credit Agreement and the other Loan Documents to which it is a party or otherwise bound shall continue are ratified and confirmed as remaining unmodified and in full force and effect and with respect to all obligations thereunder; it being understood that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It it is the intention of each intent of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the rights, obligations and liabilities of the respective parties existing under the Original Existing Credit AgreementAgreement and such rights, the Permitted Hedging Agreements obligations and the other Loan Documents. The parties hereto further acknowledge liabilities shall continue and agree remain outstanding, and that this Agreement constitutes an amendment of amends, restates and replaces in its entirety the Original Credit Agreement validly made under and in accordance with the Original Existing Credit Agreement. Except On the Fourth Restatement Effective Date, each Loan Document that was in effect immediately prior to the extent specifically amended hereby, each of Fourth Restatement Effective Date other than the Loan Documents (including the Schedules to the Original Existing Credit Agreement and the such other Loan Documents) Documents that are amended or -49- 4159-4780-3173 ​ ​ ​ amended and restated in connection herewith shall continue in full force and effect to be effective and, from and after unless the Closing Datecontext otherwise requires, all references any reference to the “Agreement” Existing Credit Agreement contained therein shall be deemed to refer to this Agreement and any reference to the Loans or Obligations shall be deemed to refer to the Loans and Obligations under this Agreement. Prior to the Fourth Restatement Effective Date, all Loan Documents (as defined in the Existing Credit Agreement) shall remain in full force in effect in accordance with their existing terms.

Amendment and Restatement. (a) On the Amendment No. 1 Effective as Date, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement. From and after the Amendment No. 1 Effective Date, the Obligations outstanding under the Original Credit Agreement shall be governed by the terms of 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 or termination of the Closing Date, this Agreement amends and restates, “Obligations” (as defined in its entirety, and supersedes the Original Credit Agreement) under the Original Credit Agreement as in effect prior to the Amendment No. Each of 1 Effective Date and which remain outstanding, (B) the parties hereto acknowledges “Obligations” are in all respects continuing (as amended and agrees that any of restated hereby and which are hereinafter subject to the terms herein) and (C) the Liens and security interests as granted under the applicable Loan Documents to which it is a party or otherwise bound shall continue securing payment of such “Obligations” are in all respects continuing and in full force and effect and that are reaffirmed hereby. Each Loan Party ratifies its authorization for the Collateral Agent to file in any relevant jurisdictions any such financing statement or other instrument relating to all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness any part of the amendment and restatement Collateral if filed prior to the date hereof. Notwithstanding anything to the contrary, as of the Original Credit AgreementAmendment No. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of 1 Effective Date all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that specified baskets in this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreementbe unutilized.

Amendment and Restatement. Effective as of It is intended by the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each parties hereto that (a) all obligations of the parties hereto acknowledges under the Existing Credit Agreement shall continue to exist under and agrees that any of be evidenced by this Agreement and the other Loan Documents; and (b) except as expressly stated herein or amended hereby, the Existing Credit Agreement and the other Loan Documents to which it is a party or otherwise bound shall continue are ratified and confirmed as remaining unmodified and in full force and effect and with respect to all obligations thereunder; it being understood that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It it is the intention of each intent of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the rights, obligations and liabilities of the respective parties existing under the Original Existing Credit AgreementAgreement and such rights, the Permitted Hedging Agreements obligations and the other Loan Documents. The parties hereto further acknowledge liabilities shall continue and agree remain outstanding, and that this Agreement constitutes an amendment of amends, restates and replaces in its entirety the Original Credit Agreement validly made under and in accordance with the Original Existing Credit Agreement. Except On the Fifth Restatement Effective Date, each Loan Document that was in effect immediately prior to the extent specifically amended hereby, each of Fifth Restatement Effective Date other than the Loan Documents (including the Schedules to the Original Existing Credit Agreement and the such other Loan Documents) Documents that are amended or amended and restated in connection herewith shall continue in full force and effect to be effective and, from and after unless the Closing Datecontext otherwise requires, all references any reference to the “Agreement” Existing Credit Agreement contained therein shall be deemed to refer to this Agreement and any reference to the Loans or Obligations shall be deemed to refer to the Loans and Obligations under this Agreement.. Prior to the Fifth Restatement Effective Date, all Loan Documents (as defined in the Existing Credit Agreement) shall remain in full force in effect in accordance with their existing terms. ​

Amendment and Restatement. Effective as of the Closing Date, this This Agreement amends and restates, restates in its entirety, and supersedes as of the date hereof, the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of Notwithstanding the amendment and restatement of the Original Credit Agreement by this Agreement. It is , (i) the intention of Seller Representative and each of Seller shall continue to be liable to the parties hereto that Administrative Agent or any other Indemnified Party (as such terms are defined in the Original Credit Agreement be amended Agreement) for fees, expenses and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations amounts and liabilities existing which are accrued and unpaid under the Original Credit AgreementAgreement on the date hereof (collectively, the Permitted Hedging Agreements “Original Agreement Outstanding Amounts”) and all agreements to indemnify or otherwise for the other Loan Documents. The benefit of such parties hereto further acknowledge in connection with events or conditions arising or existing prior to the date hereof and agree that this Agreement constitutes an amendment of (ii) the security interest created under the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue remain in full force and effect andas security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts have been paid in full. Upon the effectiveness of this Agreement, from and after the Closing Date, all references each reference to the “Agreement” contained therein Original Agreement in any Purchase Document or in any other document, instrument or agreement shall mean and be deemed to refer a reference to this Agreement. For the avoidance of doubt, until terminated by mutual consent of the parties thereto, the Suspension Letter shall remain in full force and effect in accordance with its terms notwithstanding the amendment and restatement of the Original Agreement by this Agreement. The Parties may agree to execute additional side letters related to the suspension of sales of Receivables hereunder from time to time.

Amendment and Restatement. Effective as of the Closing Effective Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing Debt and obligations (including the Obligations pursuant to Guarantees) under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents Agreement and that all Obligations Debt and other obligations (including the Guarantees) of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents thereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities (including the Guarantees) existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the terms of Section 13.2 of the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Exhibits and Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Effective Date, all references to the “"Credit Agreement” " contained therein shall be deemed to refer to this Agreement.

Amendment and Restatement. Effective as of the Closing Effective Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing Debt and obligations (including the Obligations pursuant to Guarantees) under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents Agreement and that all Obligations Debt and other obligations (including the Guarantees) of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents thereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities (including the Guarantees) existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the terms of Section 13.2 of the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Exhibits and Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement.

Amendment and Restatement. Effective as of the Closing Date, this This Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the an amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that All “Obligations” under the Original Credit Agreement and all Liens securing payment of “Obligations” under the Original Credit Agreement shall in all respects be amended continuing and restated so this Agreement shall not be deemed to evidence or result in a novation or repayment and re-borrowing of such “Obligations”. Each Borrower acknowledges that, immediately prior to the Effective Date, the outstanding principal amount of (i) the Dollar Revolving Loans (as to preserve the perfection and priority of all security interests securing the Obligations pursuant to defined in the Original Credit Agreement) equals US$0.00 and (ii) the Peso Revolving Loans (as defined in the Original Credit Agreement) equals MXN$0.00 and such amounts are unconditionally owed by the Borrowers, without offset, defense or counterclaim of any kind, such amount shall be deemed outstanding under this Agreement and Pilgrim’s Pride, S. de X.X. de C.V. agrees that it is a direct obligor (and not a surety) with respect to such Obligations notwithstanding the Permitted Hedging Agreements fact it became a Borrower on the date hereof. This Agreement shall supersede the Original Credit Agreement. From and after the other Loan Documents and that all Obligations Effective Date, this Agreement shall govern the terms of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing “Obligations” under the Original Credit Agreement. To the extent not replaced by Loan Documents dated as of the Effective Date, the Permitted Hedging Agreements and the other any “Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of ” (as defined in the Original Credit Agreement) executed in connection with the Original Credit Agreement validly made under and in accordance with (other than any such Loan Document that is specifically terminated by the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documentsparties thereto) shall continue in full force to be effective, and effect and, from and after the Closing Date, all references in those prior Loan Documents to the “Credit Agreement”, the “Agreement” contained therein or similar references, shall be deemed to refer to this AgreementAgreement without further amendment thereof.

Amendment and Restatement. Effective as of This Agreement shall amend and restate the Closing Date, this Original Credit Agreement amends and restates, in its entirety, with the parties hereby agreeing that there is no novation of the Original Credit Agreement or any other Original Loan Document and supersedes from and after the effectiveness of this Agreement, the rights and obligations of the parties under the Original Credit Agreement shall be subsumed and governed by this Agreement. From and after the effectiveness of this Agreement, the “Obligations” under the Original Credit Agreement shall continue as Obligations under this Agreement and the Loan Documents until otherwise paid in accordance with the terms hereof. The Security Documents and the grant of Liens on all of the Collateral described therein do and shall continue to secure the payment of all Obligations, and each Credit Party reaffirms its prior grant of the Liens granted by it pursuant to the “Security Documents” (as defined in the Original Credit Agreement. Each of the parties hereto acknowledges ) and agrees that any of the Loan Documents to which it is a party or otherwise bound all such Liens shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as after giving effect to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original are hereby confirmed and reaffirmed by each Credit Agreement, the Permitted Hedging Agreements and the other Loan DocumentsParty. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and all “Security Documents” (as defined in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue remain in full force and effect andafter the Effective Date in favor of and for the benefit of the Collateral Agent and the Secured Creditors (with each reference therein to the administrative agent, from and after the credit agreement or a loan document being a reference to the Administrative Agent, this Agreement or the other Loan Documents, as applicable), in each case, as such Security Documents are modified on the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreementand each Credit Party hereby confirms and ratifies its obligations thereunder.

Amendment and Restatement. Effective as of The parties hereto agree that, on the Closing Third Restatement Date, this the following transactions shall be deemed to occur automatically, without further action by any party hereto: (i) the Existing Credit Agreement amends shall be deemed to be amended and restates, restated in its entirety, entirety pursuant to this Agreement; (ii) all obligations under the Existing Credit Agreement outstanding on the Third Restatement Date shall in all respects be continuing and supersedes shall be deemed to Obligations outstanding hereunder; (iii) the Original guaranties made pursuant to the Existing Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound Agreement shall continue remain in full force and effect with respect to the Obligations and that are hereby reaffirmed; (iv) all Existing Letters of its obligations thereunder Credit outstanding under the Existing Credit Agreement on the Third Restatement Date shall be valid deemed to be Letters of Credit outstanding on the Third Restatement Date under this Agreement; and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of (v) all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and references in the other Loan Documents and that all Obligations of to the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents Existing Credit Agreement shall be secured by the Security Documents and that deemed to refer without further amendment to this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of to the Original Existing Credit Agreement validly made under and in accordance with the Original terms of Section 10.01 of the Existing Credit Agreement. Except The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the extent specifically amended hereby, each of Lenders or the Loan Documents (including Administrative Agent under the Schedules Existing Credit Agreement based on facts or events occurring or existing prior to the Original Credit Agreement execution and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to delivery of this Agreement.

Amendment and Restatement. Effective On the A&R Closing Date, the Original Credit Agreement shall be amended and restated in 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 obligations under the Original Credit Agreement (whether or not such obligations are contingent as of the A&R Closing Date), this Agreement amends (ii) the representations and restates, in its entirety, warranties made by the Borrower prior to the A&R Closing Date and supersedes the (iii) any action or omission performed or required to be performed pursuant to such Original Credit Agreement. Each of Agreement prior to the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit AgreementA&R Closing 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 security interests Liens securing the Obligations pursuant to under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Facility Documents and that all Obligations of the Obligors Borrower hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall continue to be secured by Liens evidenced under the Security Documents Facility Documents, and that this Agreement does not constitute a novation or termination of the indebtedness and obligations and liabilities existing under the Original Credit Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent restatement or waiver, whether or not similar and, unless specifically amended herebyhereby or by any other Facility Document, each of the Loan Facility Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the A&R Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.