Restatement Agreement Sample Contracts

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[Signature Page to Restatement Agreement] (August 9th, 2017)

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 30, 2017 (this "Agreement"), among VIRTU FINANCIAL LLC, a Delaware limited liability company ("Holdings"), VFH PARENT LLC, a Delaware limited liability company (the "Borrower"), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacities, including any successor thereto, the "Administrative Agent"). This Agreement amends and restates the Existing Credit Agreement (as defined below) in its entirety.

[HCA Signature Page to Third Restatement Agreement] (June 30th, 2017)

CREDIT AGREEMENT, dated as of November 17, 2006, as amended and restated as of May 4, 2011 and February 26, 2014 and as further supplemented as of June 10, 2015, March 18, 2016, August 15, 2016, February 15, 2017 and March 20, 2017 and as further amended and restated as of June 28, 2017, among HCA Inc., a Delaware corporation (HCA or the Borrower), the lending institutions from time to time parties hereto (each a Lender and, collectively, the Lenders) and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1).

[Signature Page to Second Restatement Agreement] (June 30th, 2017)

CREDIT AGREEMENT, dated as of September 30, 2011, as amended and restated as of March 7, 2014 and as further amended and restated as of June 28, 2017 (this Agreement), by and among HCA Inc., a Delaware corporation (HCA or the Parent Borrower), the Subsidiary Borrowers party hereto, the lending institutions from time to time parties hereto (each a Lender and, collectively, the Lenders), BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1), and the other agents and bookrunners party hereto.

[Lamar - Third Restatement Agreement] (May 19th, 2017)

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) is dated as of May 15, 2017, among LAMAR MEDIA CORP., each ADDITIONAL SUBSIDIARY BORROWER that may be designated as such hereunder pursuant to an Additional Subsidiary Borrower Designation Letter, the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Cable One, Inc. – (A) This Restatement Agreement Shall Be Construed and Interpreted in Accordance With and Governed by the Law of the State of New York. (B) Each Party Hereto Hereby Irrevocably and Unconditionally Waives Trial by Jury in Any Legal Action or Proceeding Relating to This Restatement Agreement and for Any Counterclaim Herein. (May 4th, 2017)

AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of May 1, 2017, among CABLE ONE, INC., the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Wells Fargo Bank, National Association, as Syndication Agent.

Porto Holdco B.V. – Restatement Agreement (April 28th, 2017)

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of April 27, 2017 among PLAYA RESORTS HOLDING B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid with its corporate seat in Amsterdam, the Netherlands (the Borrower), PLAYA HOTELS & RESORTS N.V., a Dutch naamloze vennootschap with its corporate seat in Amsterdam, the Netherlands (Holdings), the other Guarantors party hereto from time to time, each lender from time to time party hereto (collectively, the Lenders and, individually, a Lender), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Swing Line Lender, DEUTSCHE BANK MEXICO, S.A. INSTITUCION DE BANCA MULTIPLE, DIVISION FIDUCIARIA, as Mexican Collateral Agent and DEUTSCHE BANK AG NEW YORK BRANCH, BANK OF AMERICA, N.A. and CITIBANK N.A., as L/C Issuers.

Cedar Fair Entertainment Company – [Signature Page to Cedar Fair Restatement Agreement] (April 13th, 2017)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 13, 2017 (this Agreement), among CEDAR FAIR, L.P., a Delaware limited partnership (the U.S. Borrower or Cedar Fair LP), MAGNUM MANAGEMENT CORPORATION, an Ohio corporation (MMC), MILLENNIUM OPERATIONS LLC, a Delaware limited liability company (MOL, and together with MMC, and any other Subsidiary Guarantor that becomes a U.S. Borrower as contemplated by the definition of Borrower, the U.S. Co-Borrowers), CANADAS WONDERLAND COMPANY, a Nova Scotia unlimited company (the Canadian Borrower and together with the U.S. Borrower and the U.S. Co-Borrowers, collectively, the Borrowers and, each individually, a Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), the Issuing Lenders party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, and together with its successors, the Administrative Agent) and as collateral agent (in such capa

Restatement Agreement (February 10th, 2017)

This RESTATEMENT AGREEMENT, dated as of February 7, 2017 (this "Agreement"), amends and restates that certain Second Amended and Restated Credit Agreement dated as of June 13, 2014 (as previously amended by that certain First Amendment and Incremental Facility Agreement dated as of September 15, 2014 and as further amended by that certain Second Amendment and Incremental Facility Agreement dated as of January 21, 2016 and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"), by and among Gray Television, Inc., a Georgia corporation (the "Borrower"), the lenders from time to time party thereto (the "Lenders") and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets1, and Deutsche Bank Securities Inc. acted as joint lead arrangers and joint bookrunners (

Restatement Agreement (October 18th, 2016)

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) dated as of October 13, 2016 among CONSTELLATION BRANDS, INC., a Delaware corporation, CIH International S.a r.l., a private limited liability company (societe a responsabilite limitee) incorporated under the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and companies register under number B 176.850, CIH Holdings S.a r.l., a private limited liability company (societe a responsabilite limitee) incorporated under the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and companies register under number B 176.841, CB International Finance S.a r.l., a private limited liability company (societe a responsabilite limitee) incorporated under the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Lu

Consolidated Communications Holdings – Restatement Agreement (October 7th, 2016)

SECONDTHIRD AMENDED AND RESTATED CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this "Agreement") dated as of December 23, 2013,October 5, 2016, among CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation ("Holdings"), CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the "Borrower"), the financial institutions holding Loans or Commitments hereunder from time to time (the "Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the "Administrative Agent").

Restatement Agreement to Credit Agreement (September 21st, 2016)

RESTATEMENT AGREEMENT, dated as of July 28, 2016 (this Agreement), among ACP RE LTD., a Bermuda exempted company (ACP), TOWER GROUP INTERNATIONAL, LTD., a Bermuda insurance holding company (Tower), ACP RE HOLDINGS, LLC, a Delaware limited liability company (Holdings) and owner of 100% of the Equity Interests (as defined in the Credit Agreement) of ACP, each other Lender party or consenting in writing hereto, and AMTRUST FINANCIAL SERVICES, INC. a Delaware corporation, as Administrative Agent (AmTrust).

National General Holdings Corp. – Restatement Agreement to Credit Agreement (September 21st, 2016)

RESTATEMENT AGREEMENT, dated as of July 28, 2016 (this Agreement), among ACP RE LTD., a Bermuda exempted company (ACP), TOWER GROUP INTERNATIONAL, LTD., a Bermuda insurance holding company (Tower), ACP RE HOLDINGS, LLC, a Delaware limited liability company (Holdings) and owner of 100% of the Equity Interests (as defined in the Credit Agreement) of ACP, each other Lender party or consenting in writing hereto, and AMTRUST FINANCIAL SERVICES, INC. a Delaware corporation, as Administrative Agent (AmTrust).

Restatement Agreement to Credit Agreement (August 9th, 2016)

This AMENDED AND RESTATED CREDIT AGREEMENT entered into as of August 4, 2015, as amended and restated as of August 3, 2016, among IMPAX LABORATORIES, INC., a Delaware corporation (the "Borrower" or "Impax"), Royal Bank of Canada, as administrative agent (in such capacity, including any successor thereto, the "Administrative Agent") and as collateral agent (in such capacity, including any successor thereto, the "Collateral Agent") under the Loan Documents, the other agents listed on the cover page, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").

Signature Page to Restatement Agreement (June 24th, 2016)

This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of June 23, 2016, is entered into by and among J. C. PENNEY CORPORATION, INC., a Delaware corporation (Borrower), J. C. PENNEY COMPANY, INC., a Delaware corporation (Holdings), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, and JPMORGAN CHASE BANK, N.A. (JPMorgan), as administrative agent (together with its permitted successors in such capacity, Administrative Agent).

Cco Holdings Llc – [Restatement Agreement to Charter Communications Credit Agreement] (May 24th, 2016)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 18, 1999, as amended and restated as of May 18, 2016, among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (the Borrower), CCO HOLDINGS, LLC, a Delaware limited liability company (Holdings), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor, the Administrative Agent).

[Restatement Agreement to Charter Communications Credit Agreement] (May 24th, 2016)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 18, 1999, as amended and restated as of May 18, 2016, among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (the Borrower), CCO HOLDINGS, LLC, a Delaware limited liability company (Holdings), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor, the Administrative Agent).

Restatement Agreement (March 15th, 2016)

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of March 10, 2016 among CONSTELLATION BRANDS, INC., a Delaware corporation, CIH International S.a r.l., a private limited liability company (societe a responsabilite limitee) incorporated under the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and companies register under number B 176.850 with a share capital of US$1,000,000, CIH Holdings S.a r.l., a private limited liability company (societe a responsabilite limitee) incorporated under the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and companies register under number B 176.841 with a share capital of US$25,050, the LENDERS party hereto, BANK OF AMERICA, N.A., as Administrative Agent and the other parties hereto.

DATED 13 February 2009 (1) WHITTON PETROLEUM SERVICES LIMITED and (2) CIE ANGOLA BLOCK 9 LIMITED CIE ANGOLA BLOCK 20 LIMITED CIE ANGOLA BLOCK 21 LIMITED and (3) COBALT INTERNATIONAL ENERGY L.P. RESTATEMENT AGREEMENT RELATING TO OVERRIDING ROYALTY AGREEMENTS FOR BLOCKS 9, 20 AND 21 OFFSHORE ANGOLA (November 3rd, 2015)
RESTATEMENT AGREEMENT, Dated as of July 17, 2015 (This Agreement), to the Credit Agreement Dated as of January 30, 2012, Among SUMMIT MATERIALS, LLC, a Delaware Limited Liability Company (The Borrower), the Guarantors Party Thereto, the Several Banks and Other Financial Institutions or Entities From Time to Time Parties to the Credit Agreement (The Lenders), BANK OF AMERICA, N.A., as Administrative Agent (The Administrative Agent), Collateral Agent, L/C Issuer and Swing Line Lender and the Other Parties Thereto (As Amended by Amendment No. 1 Dated as of February 5, 2013, as Further Amended by (July 20th, 2015)

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 17, 2015, among SUMMIT MATERIALS, LLC, a Delaware limited liability company (the Borrower), the Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the Lenders and individually, a Lender) and BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT Dated as of February 27, 2015 (This "Agreement"), Relating to the AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 23, 2014 (As Amended to the Date Hereof, the "Existing Credit Agreement"), Among GRAFTECH INTERNATIONAL LTD., a Delaware Corporation ("GrafTech"); GRAFTECH FINANCE INC. ("Finance"); GRAFTECH LUXEMBOURG I S.A.R.L. ("Luxembourg Parent"), GRAFTECH LUXEMBOURG II S.A.R.L. ("Luxembourg Holdco"); GRAFTECH SWITZERLAND S.A. ("Swissco" And, Together With Finance and Luxembourg Holdco, the "Borrowers"); The LC SUBSIDIARIES From Time to Time P (March 3rd, 2015)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 27, 2015, among GRAFTECH INTERNATIONAL LTD.; GRAFTECH FINANCE INC.; GRAFTECH LUXEMBOURG I S.A.R.L.; GRAFTECH LUXEMBOURG II S.A.R.L.; GRAFTECH SWITZERLAND S.A.; the LC SUBSIDIARIES from time to time party hereto; the LENDERS from time to time party hereto; and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, as an Issuing Bank and as a Swingline Lender.

AMENDMENT AND RESTATEMENT AGREEMENT Dated as of February 4, 2015 (February 4th, 2015)

AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) dated as of June 27, 2013, as amended and restated as of February 4, 2015, among MICROCHIP TECHNOLOGY INCORPORATED, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., HSBC BANK USA, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION and BMO HARRIS BANK, N.A., as Co-Syndication Agents, and SUNTRUST BANK, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD, COMPASS BANK, FIFTH THIRD BANK and DBS BANK LTD., as Co-Documentation Agents.

Univar Inc. – [Signature Page to Restatement Agreement] (August 14th, 2014)

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 11, 2007, and amended and restated as of September 20, 2010, further amended and restated as of February 28, 2011, further amended and restated as of October 3, 2012, and further amended and restated as of February 22, 2013, among UNIVAR INC., a Delaware corporation (the Borrower), the registered lending institutions from time to time parties hereto (each a Lender and, collectively, the Lenders), BANK OF AMERICA, N.A., as Administrative Agent (such term and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1) and Collateral Agent.

Third Restatement Agreement (August 8th, 2014)

Third Restatement Agreement (this Third Restatement Agreement) dated as of June 20, 2014, by and among MEDIACOM COMMUNICATIONS CORPORATION, a Delaware corporation (MCC); MEDIACOM BROADBAND, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (Parent Guarantor); MCC IOWA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (MCC Iowa); MCC ILLINOIS LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (MCC Illinois); MCC GEORGIA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (MCC Georgia); and MCC MISSOURI LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (MCC Missouri, and, together with MCC Iowa, MCC Illinois and MCC Georgia, the Borrowers); each of the lenders party hereto (the Lenders); and JPMORGAN

Second Restatement Agreement (July 30th, 2014)

This SECOND RESTATEMENT AGREEMENT, dated as of July 25, 2014 (this Agreement), to the Existing Credit Agreement (as defined below), is entered into by and among SEALED AIR CORPORATION, a Delaware corporation (the Company and the Short Term A Borrower), CRYOVAC, INC., a Delaware corporation (Cryovac), DIVERSEY CANADA, INC., an Ontario corporation (the CDN Borrower), SEALED AIR JAPAN G.K., a Japanese limited liability company (godo kaisha, and the surviving entity of a merger between Sealed Air Japan Holdings G.K. and Sealed Air Japan G.K.) (the JPY Borrower), SEALED AIR LIMITED, a company incorporated in England and Wales (the Sterling Borrower), CRYOVAC BRASIL LTDA., a limited company (sociedade limitada) (the Brazilian Term Borrower), SEALED AIR B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having its statutory seat in Nijmegen, the Netherlands and registered with the trade register of the Chambers of Commerce in the

Restatement Agreement (July 10th, 2014)

THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of May 28, 2014 among CONSTELLATION BRANDS, INC., a Delaware corporation, CIH International S.a r.l., a private limited liability company (societe a responsabilite limitee) incorporated under the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and companies register under number B 176.850 with a share capital of US$1,000,000, the LENDERS party hereto, BANK OF AMERICA, N.A., as Administrative Agent and the other parties hereto.

Restatement Agreement (April 11th, 2014)

Commitment by the amount set forth opposite such Persons name under the column titled New Commitments on Annex B attached hereto (all such Converting Lenders increasing their Existing Commitments in an amount greater than $0, the Increasing Lenders), which new Commitments shall be added to, and form part of, the 2014 Commitments and shall be subject to all of the terms and conditions set forth in the Amended and Restated Credit Agreement with respect to 2014 Commitments;

LKQ Corporation – AMENDMENT AND RESTATEMENT AGREEMENT Dated as of March 27, 2014 (March 27th, 2014)

THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of March 25, 2011, as amended and restated as of September 30, 2011, as further amended and restated as of May 3, 2013, as further amended and restated as of March 27, 2014, among LKQ CORPORATION, LKQ DELAWARE LLP, the SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and RBS CITIZENS, N.A., as Co-Documentation Agents.

Ur Energy Inc – Second Amendment and Restatement Agreement - Facility Agreement (March 19th, 2014)

Table of contents 1 Definitions and interpretation 4 1.1 Definitions 4 1.2 Interpretation 4 1.3 Interpretation of inclusive expressions 4 1.4 Incorporated definitions 4 1.5 Agreement components 4 2 Amendment 5 2.1 Amendment to Facility Agreement 5 2.2 Amendments not to affect validity, rights, obligations 5 2.3 Confirmation 5 2.4 Guarantor acknowledgments 6 3 Conditions 6 3.1 Conditions precedent 6 3.2 Notice to Borrower 6 4 Representations

[Signature Page to Restatement Agreement] (March 11th, 2014)

CREDIT AGREEMENT, dated as of September 30, 2011 as amended and restated as of March 7, 2014 (this Agreement), by and among HCA Inc., a Delaware corporation (HCA or the Parent Borrower), the Subsidiary Borrowers party hereto, the lending institutions from time to time parties hereto (each a Lender and, collectively, the Lenders), BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1), and the other agents and bookrunners party hereto.

Contract (February 28th, 2014)

RESTATEMENT AGREEMENT, dated as of February 26, 2014 (this Restatement Agreement), to the (i) Credit Agreement, dated as of November 17, 2006 and as amended and restated as of May 4, 2011 (as further amended and in effect immediately prior to the Restatement Effective Date, the Original Credit Agreement) by and among HCA Inc., a Delaware corporation (HCA or the Borrower), HCA UK CAPITAL LIMITED, a limited liability company (company no. 04779021) formed under the laws of England and Wales (the European Subsidiary Borrower), the LENDERS party hereto and BANK OF AMERICA, N.A., as Administrative Agent (the Administrative Agent) and Collateral Agent (the Collateral Agent) and (ii) U.S. Guarantee, dated as of November 17, 2006 and as amended and restated as of May 4, 2011 (as further amended and in effect immediately prior to the Restatement Effective Date, the Original U.S. Guarantee) by and among the U.S. Guarantors and the Administrative Agents.

[Second Restatement Agreement] (February 7th, 2014)

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) is dated as of February 3, 2014, among LAMAR MEDIA CORP., each ADDITIONAL SUBSIDIARY BORROWER that may be designated as such hereunder pursuant to an Additional Subsidiary Borrower Designation Letter, the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Second Amendment and Restatement Agreement (February 6th, 2014)

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) dated as of January 31, 2014, among NTELOS INC., a Virginia corporation (the Borrower), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), DEUTSCHE BANK SECURITIES INC., UBS SECURITIES LLC and UNION BANK, as co-documentation agents (together, the Co-Documentation Agents) and JPMORGAN CHASE BANK, N.A. (JPM), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the Collateral Agent) for the Secured Parties (as hereinafter defined), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the Administrative Agent and, together with the Collateral Agent, the Agents) and as syndication agent (the Syndication Agent) for the Lenders (as hereinafter defined).

First Amendment and Restatement Agreement (December 23rd, 2013)

CREDIT AGREEMENT dated as of December 17, 2012 (the Original Closing Date), as amended by Amendment No. 1 to Credit Agreement dated as of August 13, 2013 (the Original Credit Agreement), as further amended by New Term Loan Commitment Agreement No. 1 dated as of August 13, 2013 and as amended and restated by the First Restatement Agreement on the First Restatement Effective Date among SPECTRUM BRANDS, INC., a Delaware corporation (the Lead Borrower or Spectrum), SPECTRUM BRANDS CANADA, INC., a Canadian corporation (the Canadian Borrower), SPECTRUM BRANDS EUROPE GmbH, a limited liability company organized under the laws of Germany (Gesellschaft mit beschrankter Haftung) (the German Borrower and, together with the Lead Borrower , the Canadian Borrower, and from and after the date on which it executes a Borrower Joinder Agreement (as defined below), any U.K. Borrower (as defined below), collectively, the Borrowers), SB/RH HOLDINGS, LLC, a Delaware limited liability company (Holdings), the

Execution Version (November 18th, 2013)
To: UPC Broadband Holding B.V. (The Company) (October 21st, 2013)

Re: The senior secured credit facility (the Agreement) originally dated 16th January, 2004 between, among others, the Company and The Bank of Nova Scotia as facility agent, as amended and restated pursuant to a deed of amendment and restatement agreement dated 10 May 2006, and further pursuant to amendment letters dated 11 December 2006, 16 April 2007, 30 April 2009 and 9 June 2009.