Common use of Effect of Amendment and Restatement Clause in Contracts

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 3.1, from and after the Closing Date: (i)(Ai) all outstanding “Revolving Loans” the Term Loans (as such term is defined in the Existing Credit Agreement), if any, ) shall be deemed to be Revolving continued as the Term Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunderas the same have been reallocated after giving effect to the SVB Assignment); (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amendedamended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended and restated as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among Holdings, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 3.1, from and after the Closing Date: (i)(Aa)(i) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder, (ii) all outstanding “Swing Line Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Swingline Loans outstanding hereunder and (Biii) there each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be no Swingline Loans deemed to be a Letter of Credit issued and outstanding hereunder; (iib) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative AgentAgents; (iiic) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent Agents accruing from and after the Closing Date; (ivd) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (ve) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former AgentAgents, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vif) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunderhereunder (it being understood and agreed by the parties hereto that the Term Loans will be used to replace and refinance (but not repay or otherwise satisfy) a portion of the outstanding principal amount of the “Revolving Loans” (under and as defined in the Existing Credit Agreement) in an aggregate amount of $150,000,00); (viig) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent Agents under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiih) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreementhereafter.

Effect of Amendment and Restatement. (a) Upon The parties hereto agree that, upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 3.1, from and after the Closing Datefollowing shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i)(Ai) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans a Letter of Credit issued and outstanding hereunder and (BC) there all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be no Swingline Loans outstanding hereunderrepaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iiiii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amendedamended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iiiiv) all indemnification obligations of the terms and conditions of Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall be amended as set forth herein and, as so amended survive the execution and restated, delivery of this Agreement and shall be restated continue in their entirety, but shall be amended only with respect to full force and effect for the rights, duties and obligations among benefit of the BorrowerLenders, the Lenders Administrative Agent, and any other Person indemnified under the Administrative Agent accruing from and after Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (iv) this . This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereofof such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the . The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Former Administrative Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.

Effect of Amendment and Restatement. (a) Upon The parties to this Agreement becoming effective pursuant to Sections 3.1 agree that, upon (i) the execution and 3.2, from delivery by each of the parties hereto of this Agreement and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions satisfaction of the Existing Credit Agreement and any other “Loan Document” as defined thereinconditions set forth in Section 6.1, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions provisions of the Existing Credit Agreement shall be amended as set forth herein andand hereby are amended, as so amended superseded and restated, shall be restated in their entirety, but shall be amended only with respect entirety by the terms and provisions of this Agreement. This Agreement is not intended to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rightsconstitute a novation. All Loans made, duties, Letters of Credit issued and Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereofincurred, in each case to the extent in force and effect thereunder as of the Closing Datecase, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement that are outstanding on the Restatement Effective Date shall continue as Loans, Letters of Credit and any other “Loan Document” as defined therein Obligations, respectively, under (and shall survive be governed by the execution and delivery of terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness of this Agreement: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Collateral Agent”, the “Agreement”, the “Credit Agreement” and the “Loan Documents” shall continue be deemed to refer to the Administrative Agent, the Collateral Agent, this Agreement, the Credit Agreement and the Loan Documents, (b) the “Commitments” (as defined in full force the Existing Credit Agreement) shall be redesignated as Commitments hereunder as set forth in Schedule 1.0, (c) the liens and effect security interests granted by any Loan Party pursuant to any Loan Document in favor of the Collateral Agent for the benefit of the LendersSecured Parties securing payment of the Obligations are in all respects continuing and in full force and effect, (d) the Former AgentAdministrative Agent shall make such reallocations, and any sales, assignments or other Person indemnified relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement or as are necessary in order that each such other Loan Document at any time prior to Lender’s Revolving Facility Credit Exposure and outstanding Revolving Facility Loans hereunder reflects such Lender’s Revolving Facility Credit Exposure Percentage of the Closing outstanding Total Revolving Facility Credit Exposures on the Restatement Effective Date; , (vie) the Obligations Borrowers hereby agree to compensate each Lender (including the Departing Lenders) for any and all losses, costs and expenses incurred under by such Lender in connection with the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement sale and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver assignment of any right, power or remedy of Eurocurrency Loans (including the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, except to in each case on the extent that any such covenant, agreement or obligation is no longer terms and in the manner set forth herein or is modified hereby; in Section 4.14 hereof, and (viiif) any and all references in each Departing Lender’s “Revolving Facility Commitment” under the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amendedterminated, modifiedeach Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrowers’ Agent has not received an invoice, supplemented or amended contingent indemnity obligations and restated from time other contingent obligations owing to time hereafter it under the “Loan Documents” as defined in accordance with the terms of this Credit Agreement) and the Departing Lenders shall not be Lenders hereunder.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 6.1 and 3.26.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and hereunder, (B) there all outstanding “Swingline Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be no deemed to be Swingline Loans outstanding hereunder, (C) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (D) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be repaid in full; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Credit Document” as defined therein, as amended and restated by this Agreement and the other Loan Credit Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Credit Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Credit Parties under the Existing Credit Agreement and any other “Loan Credit Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Credit Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date (other than the Term Loans to be repaid in full on the Closing Date), continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Credit Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 3.1, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amendedamended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto to the Lenders and the Administrative Agent; (iiia) the terms and conditions of the Existing Credit Agreement shall be amended and restated as set forth herein and, as so amended and restated, shall be amended and restated in their entirety, but shall be amended and restated only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (ivb) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (vc) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such any other Loan Document at any time prior to the Closing Date; (vid) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged discharged, extinguished or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viie) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiif) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter and (g) any and all references in accordance with the terms Loan Documents to the “Closing Date” shall, without further action of this Agreementthe parties, be deemed a reference to the Original Closing Date.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 3.1, from and after the Closing Date: (i)(Aa)(i) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Revolving Loans outstanding hereunder, (ii) all outstanding “Swingline Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Swingline Loans outstanding hereunder and (Biii) there each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be no Swingline Loans deemed to be a Letter of Credit issued and outstanding hereunder; (iib) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined thereinAgreement, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing DateAgreement, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties Borrower to the Lenders and the Administrative Agent; (iiic) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (vd) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vie) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viif) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiig) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreementhereafter.

Effect of Amendment and Restatement. Upon the effectiveness of this Agreement, the debt, obligations and other liabilities (aincluding, without limitation, interest and fees accrued on or prior to the Closing Date) Upon governed by the Original Loan Agreement shall continue to be in full force and effect, but shall be governed by the terms and conditions set forth in this Agreement. All Obligations evidenced by the Original Loan Agreement, together with any and all additional Obligations incurred by any Loan Party hereunder or under any of the other Loan Documents (whether executed and/or delivered in connection with the Original Loan Agreement, this Agreement becoming effective pursuant or otherwise), shall continue to Sections 3.1 be secured by all of the pledges and 3.2grants of security interests and Liens provided in connection with the Original Loan Agreement (and, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) secured by all terms and conditions of the Existing Credit pledges and grants of security interests and Liens provided in connection with this Agreement). Each Loan Party hereby reaffirms its Obligations under each Loan Document to which it is party (whether executed and/or delivered in connection with the Original Loan Agreement, this Agreement and any other “Loan Document” as defined thereinor otherwise), in each case, as amended and restated by amended, restated, supplemented or otherwise modified from time to time. Each Loan Party further agrees that all of the Loan Documents (whether executed and/or delivered in connection with the Original Loan Agreement, this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and or otherwise) remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entiretysupplemented or otherwise modified, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive following the execution and delivery of this Agreement and that all references to the “Loan Agreement” in all such Loan Documents shall continue in full force be deemed to refer to this Agreement. The execution and effect delivery of this Agreement shall constitute an amendment and restatement, but not a novation, substitution or repayment, of any of the Obligations incurred prior to the Closing Date, whether pursuant to the Original Loan Agreement or otherwise. None of the amendments or other modifications to the Original Loan Agreement shall be construed to require any disgorgement or other return of any principal, interest, fee or other payments made prior to the Closing Date pursuant to the Original Loan Agreement by any Loan Party to or for the benefit of the LendersAdministrative Agent or any Lender. Each Loan Party, the Former Agentjointly and severally, represents and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shallwarrants that, to the extent outstanding on as of the Closing Date, continue to be outstanding there are no claims or offsets against, or defenses or counterclaims to, their Obligations (or the Obligations of any Loan Party) under this the Original Loan Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties Loan Documents (and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) hereby expressly waives any and all references in the Loan Documents to the Existing Credit Agreement shallsuch claims, without further action of the partiesoffsets, be deemed a reference to the Existing Credit Agreement, as amended defenses and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreementcounterclaims).

Effect of Amendment and Restatement. (a) Upon The Department hereby acknowledges that the Conduit, the Conduit Administrator and certain Sellers have executed Purchase Agreements in reliance on the provisions of the Original Amended and Restated Put Agreement that were in effect prior to the date of this Agreement. The Conduit and the Conduit Administrator hereby agree to use commercially reasonable efforts to amend such Purchase Agreements to conform the terms and provisions thereof to the document delivery requirements set forth in Section 4 of this Agreement becoming effective pursuant (“Delivery Requirements”). Notwithstanding this obligation, until such time that the Conduit and the Conduit Administrator cause the related Sellers and other parties to Sections 3.1 such Purchase Agreements to enter into such amendments, so long as the Conduit and 3.2the Conduit Administrator comply with the existing provisions of such Purchase Agreements and the provisions of the Original Amended and Restated Put Agreement, from the Department hereby agrees to honor its obligation to purchase Putable Loans as if the Delivery Requirements had been satisfied. EXHIBIT A INTENTIONALLY LEFT BLANK EXHIBIT B FORM OF PUT NOTICE , 20 United States Department of Education Washington, D.C. By: E-mail: xxxxxxxxxx_0@xx.xxx Re: Third Amended and after Restated Put Agreement, dated as of April 26, 2010, by and among the Closing DateDepartment of Education, Straight-A Funding, LLC and The Bank of New York Mellon Ladies and Gentlemen: Pursuant to the terms and provisions of the Third Amended and Restated Put Agreement (i)(A) all outstanding the “Revolving Loans” (as such term is defined in the Existing Credit Put Agreement”), if anydated as of April 20, shall be deemed to be Revolving Loans outstanding hereunder 2010, by and among the United States Department of Education (Bthe “Department”), Straight-A Funding, LLC (the “Conduit”) there shall be no Swingline Loans outstanding hereunder; and The Bank of New York Mellon, acting (i) as agent on behalf of the Conduit in its capacity as conduit administrator (the “Conduit Administrator”) and as Eligible Lender Trustee and (ii) all terms and conditions as agent for each Funding Note Issuer for the sole purposes of accepting the Put Option, the Conduit Administrator hereby gives notice of its intent to exercise the Put Option with respect to not more than $ Date”).1 of the Existing Credit Agreement and any other loans (the “Loan Document” as defined thereinLoans”) on , as amended and restated by this Agreement and 20 (the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations “Put Each of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only Put Events marked below have occurred with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.Loans:

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 All Obligations and 3.2, from and after Liabilities of the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in Borrower under the Existing Credit Agreement), if anyincluding, the Term Loans, shall be deemed to be Revolving Loans outstanding continued and extended as Obligations and Liabilities of the Borrower hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated evidenced by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on requested in accordance herewith, by the Closing DateAmended Term Loan Notes, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not be deemed to constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of Liabilities. The modifications effected by this Agreement shall not operate as be deemed to provide for or to effect a waiver repayment and re-advance of any right, power or remedy of the Indebtedness to the Lenders or outstanding prior to the Former Restatement Effective Date, it being the intention of the Borrower, the Administrative Agent and the Lenders that a portion of the Indebtedness owing under this Agreement be and is the same Indebtedness as that owing under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except immediately prior to the extent that Restatement Effective Date. This Agreement shall not in any such covenantway release or impair the rights, agreement duties, obligations or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents Liens created pursuant to the Existing Credit Agreement shall, without further action of or any other Loan Document or affect the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreementrelative priorities thereof, and except as this Agreement shall be further amendedmodified hereby or by documents, modifiedinstruments and agreements executed and delivered in connection herewith or therewith, supplemented or amended any and restated from time to time hereafter in accordance with all of such rights, duties, Obligations, and Liens are confirmed, continued, ratified and affirmed by the terms of this Agreementparties hereto.

Effect of Amendment and Restatement. (a) Upon the effectiveness of this Agreement becoming effective pursuant to Sections 3.1 and 3.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties Date pursuant to the Lenders and the Administrative Agent; Section 5.01: (iiia) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among between the BorrowerLenders, the Lenders Agent, the Agent and the Administrative Agent Borrower accruing from and after the Closing Date; (ivb) this all "Revolving Loans" and "Line of Credit Loans" outstanding under the Original Credit Agreement shall not in any way release or impair be deemed to be Revolving Loans and Line of Credit Loans, respectively, outstanding under this Agreement, but shall be allocated among the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as Lenders based on their respective Pro Rata Shares of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by Commitments set forth on the Borrowersignature pages to this Agreement; (vc) all indemnification obligations of the Loan Parties Borrower under the Existing Original Credit Agreement and any other “Loan Document” Credit Documents (as defined therein in the Original Credit Agreement) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, Lenders and any other Person indemnified under the Existing Original Credit Agreement or such any other Loan Credit Document (as defined in the Original Credit Agreement) at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viid) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders Agent, the Agent or the Former Agent Lenders under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, covenant agreement or obligation is no longer set forth herein or is modified hereby; and (viiie) any and all references in the Loan Credit Documents to the Existing Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter in accordance with the terms of this Agreementhereafter.

Effect of Amendment and Restatement. (a) Upon The Department hereby acknowledges that the Conduit, the Conduit Administrator and certain Sellers have executed Purchase Agreements in reliance on the provisions of the Original Amended and Restated Put Agreement that were in effect prior to the date of this Agreement. The Conduit and the Conduit Administrator hereby agree to use commercially reasonable efforts to amend such Purchase Agreements to conform the terms and provisions thereof to the document delivery requirements set forth in Section 4 of this Agreement becoming effective pursuant (“Delivery Requirements”). Notwithstanding this obligation, until such time that the Conduit and the Conduit Administrator cause the related Sellers and other parties to Sections 3.1 such Purchase Agreements to enter into such amendments, so long as the Conduit and 3.2the Conduit Administrator comply with the existing provisions of such Purchase Agreements and the provisions of the Original Amended and Restated Put Agreement, from the Department hereby agrees to honor its obligation to purchase Putable Loans as if the Delivery Requirements had been satisfied. EXHIBIT A INTENTIONALLY LEFT BLANK EXHIBIT B FORM XX XXX XXXXXX , 00 Xxxxxx Xxxxxx Department of Education Washington, D.C. By: E-mail: xxxxxxxxxx_0@xx.xxx Re: Third Amended and after Restated Put Agreement, dated as of April 26, 2010, by and among the Closing DateDepartment of Education, Straight-A Funding, LLC and The Bank of New York Mellon Ladies and Gentlemen: Pursuant to the terms and provisions of the Third Amended and Restated Put Agreement (i)(A) all outstanding the “Revolving Loans” (as such term is defined in the Existing Credit Put Agreement”), if anydated as of April 20, shall be deemed to be Revolving Loans outstanding hereunder 2010, by and among the United States Department of Education (Bthe “Department”), Straight-A Funding, LLC (the “Conduit”) there shall be no Swingline Loans outstanding hereunder; and The Bank of New York Mellon, acting (i) as agent on behalf of the Conduit in its capacity as conduit administrator (the “Conduit Administrator”) and as Eligible Lender Trustee and (ii) all terms and conditions as agent for each Funding Note Issuer for the sole purposes of accepting the Put Option, the Conduit Administrator hereby gives notice of its intent to exercise the Put Option with respect to not more than $ Date”).1 of the Existing Credit Agreement and any other loans (the “Loan Document” as defined thereinLoans”) on , as amended and restated by this Agreement and 20 (the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations “Put Each of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only Put Events marked below have occurred with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.Loans:

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 3.1, from and after the Closing Date: (i)(Aa) all outstanding “Revolving Loans” Credit Commitments (as such term is defined in the Existing Original Credit Agreement), if any, ) shall be deemed to be Revolving Loans outstanding Credit Commitments hereunder and all Term Loans (Bas defined in the Original Credit Agreement) there shall be no Swingline deemed to be Term Loans outstanding hereunder; (iib) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties party thereto to the Lenders and the Administrative Agent; (iiic) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the BorrowerBorrowers, the Lenders and the Administrative Agent accruing from and after the Closing Date; (ivd) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the BorrowerBorrowers; (ve) to the extent expressly provided for in the Original Credit Agreement, all indemnification obligations of the Loan Parties under the Existing Original Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Original Credit Agreement or such any other Loan Document at any time prior to the Closing Date; (vif) the Obligations incurred under the Existing Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viig) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and THE PRINCETON REVIEW, INC. (viiih) any and all references in the Loan Documents to the Existing Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter and (i) any and all references in accordance with the terms Loan Documents to the “Closing Date” shall, without further action of this Agreementthe parties, be deemed a reference to the Closing Date.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 6.1 and 3.26.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder, (B) all outstanding “Swingline Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Swingline Loans outstanding hereunder, (C) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (BD) there all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be no Swingline Loans deemed to be a Term Loan A-1 outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Credit Document” as defined therein, as amended and restated by this Agreement and the other Loan Credit Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Credit Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Credit Parties under the Existing Credit Agreement and any other “Loan Credit Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Credit Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement LEGAL02/38433738v11 shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Credit Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.

Effect of Amendment and Restatement. (a) Upon The parties to this Agreement becoming effective pursuant to Sections 3.1 agree that, upon (i) the execution and 3.2, from delivery by each of the parties hereto of this Agreement and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions satisfaction of the Existing Credit Agreement and any other “Loan Document” as defined thereinconditions set forth in Section 6.1, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions provisions of the Existing Credit Agreement shall be amended as set forth herein andand hereby are amended, as so amended superseded and restated, shall be restated in their entirety, but shall be amended only with respect entirety by the terms and provisions of this Agreement. This Agreement is not intended to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rightsconstitute a novation. All Loans made, duties, Letters of Credit issued and Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereofincurred, in each case to the extent in force and effect thereunder as of the Closing Datecase, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement that are outstanding on the Restatement Effective Date shall continue as Loans, Letters of Credit and any other “Loan Document” as defined therein Obligations, respectively, under (and shall survive be governed by the execution and delivery of terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness of this Agreement: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Collateral Agent”, the “Agreement”, the “Credit Agreement” and the “Loan Documents” shall continue be deemed to refer to the Administrative Agent, the Collateral Agent, this Agreement, the Credit Agreement and the Loan Documents, (b) the “Commitments” (as defined in full force the Existing Credit Agreement) shall be redesignated as Commitments hereunder as set forth in Schedule 1.0, (c) the liens and effect security interests granted by any Loan Party pursuant to any Loan Document in favor of the Collateral Agent for the benefit of the LendersSecured Parties securing payment of the Obligations are in all respects continuing and in full force and effect, (d) the Former AgentAdministrative Agent shall make such reallocations, and any sales, assignments or other Person indemnified relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement or as are necessary in order that each such other Loan Document at any time prior to Lender’s Revolving Facility Credit Exposure and outstanding Revolving Facility Loans hereunder reflects such Lender’s Revolving Facility Credit Exposure Percentage of the Closing outstanding Total Revolving Facility Credit Exposures on the Restatement Effective Date; , (vie) the Obligations Borrowers hereby agree to compensate each Lender (including the Departing Lenders) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 4.14 hereof, and (f) each Departing Lender’s “Working Capital Facility Commitment” and/or “Acquisition Facility Commitment” under the Existing Credit Agreement shallshall be terminated, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and each Departing Lender shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution have received payment in full of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any all of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent “Obligations” owing to it under the Existing Credit Agreement (or of Xxxxx Fargoother than obligations to pay fees and expenses with respect to which the Borrowers’ Agent has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under defined in the Existing Credit Agreement, except to ) and the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, Departing Lenders shall not be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this AgreementLenders hereunder.

Effect of Amendment and Restatement. (a) Upon As of the date hereof, this Agreement becoming effective pursuant to Sections 3.1 shall amend and 3.2restate the Original Pledge Agreement, from and after but shall not constitute a novation thereof or in any way impair or otherwise affect the Closing Date: (i)(A) all outstanding “Revolving Loans” (rights or obligations of the parties thereunder except as such term is defined in the Existing Credit Agreement), if any, rights or obligations are amended or modified hereby. The Original Pledge Agreement as amended and restated hereby shall be deemed to be Revolving Loans outstanding hereunder a continuing agreement among the parties, and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of agreements delivered pursuant to or in connection with the Existing Credit Original Pledge Agreement and any other “Loan Document” as defined therein, as not amended and restated by in connection with the entry of the parties into this Agreement and or the other Loan Facility Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, each in accordance with its terms, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties date of delivery or such other date as contemplated by such agreement to the Lenders and same extent as if the Administrative Agent; (iii) modifications to the Original Pledge Agreement contained herein were set forth in an amendment to the Original Pledge Agreement in a customary form, unless such agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms and conditions of any Facility Document or such other agreement or as otherwise agreed by the Existing Credit Agreement shall be amended required parties hereto or thereto; provided that, other than as expressly set forth herein andherein, as so amended and restated, shall be restated nothing contained in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein limit or affect the relative priorities thereofsecurity interests heretofore granted, in pledged and/or assigned under the Original Pledge Agreement, which security interests are hereby ratified, reaffirmed and continued under this Agreement. In witness whereof, each case to the extent in force and effect thereunder Pledgor has executed this Agreement by its duly authorized officer, as of the Closing Datedate first written above. Borrower’s Chief Executive Office: Borrower: _____ SIGNED by Xxxxxxxx Xxxxxx as attorney-in-fact (pursuant to a resolution of its Board of Directors) for and on behalf of XXXXX XX LLC By:/s/ Xxxxxxxx Xxxxxx Guarantor’s Chief Executive Office: Guarantor: _____ SIGNED by Xxxxxxxx Xxxxxx as attorney-in-fact (pursuant to a resolution of its Board of Directors) for and on behalf of GOLAR LNG LIMITED By: /s/ Xxxxxxxx Xxxxxx Administrative Agent: CITIBANK, except as modified hereby or by documentsN.A. By: /s/ Xxxxx Xxxxxxxxx Authorized Signatory Applicable Lenders: CITIBANK, instruments and agreements executed and delivered in connection herewith, and all N.A. By: /s/ Xxxxx Xxxxxxxx Authorized Signatory Exhibit A to Pledge Agreement Description of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.Collateral

Effect of Amendment and Restatement. (a) Upon the Restatement Effective Date, this Agreement becoming effective pursuant to Sections 3.1 shall amend, and 3.2restate as amended, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit AgreementAgreement (including any contingent amendments thereto), if any, but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be Revolving Loans outstanding hereunder a continuing agreement among the parties, and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms documents, instruments and conditions of agreements delivered pursuant to or in connection with the Existing Credit Agreement and any other “Loan Document” as defined therein, as not amended and restated by in connection with the entry of the parties into this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, each in accordance with its terms, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties date of delivery or such other date as contemplated by such document, instrument or agreement to the Lenders and same extent as if the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant modifications to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, contained herein were set forth in each case an amendment to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the execution and delivery terms of this Agreement and shall continue in full force and effect for the benefit of the LendersAgreement, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. Upon the Restatement Effective Date, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any time prior Lender except as expressly required by Section 10.1) to release each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, less than $5,000,000 and which is listed on Schedule 10.19 hereto. Each Lender party hereto that is both a Revolving Lender and a Tranche A Term Lender shall be deemed to have executed this Agreement in its capacity as both a Revolving Lender and a Tranche A Term Lender. Each Lender party hereto hereby consents to the Closing Date; (vi) amendment to the Obligations incurred under Guarantee and Collateral Agreement attached hereto as Exhibit J. Notwithstanding the foregoing, the amendments to the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under contained in Section 10.1(d) and (e) of this Agreement and any amendments relating to the extension or refinancing of Tranche B Term Loans with Extended Credits or Refinancing Debt shall not be deemed to be paid, released, discharged or otherwise satisfied become effective upon the receipt by the execution Administrative Agent of this Agreement, and this written consent of each affected Tranche B Term Lender; provided that the agreement of any Tranche B Term Lender to any amendment or modification of the Agreement after the Restatement Date requiring the consent of each affected Lender shall not constitute a substitution or novation the consent of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance Tranche B Term Lender with the terms of this Agreementrespect thereto.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2, from From and after the Closing Datedate of this Agreement: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iiia) the terms and conditions of the Existing Credit Original Reimbursement Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the BorrowerCompany, the Lenders LC Provider, Disbursing Agent and the Administrative Calculation Agent accruing from and after the Closing Datedate hereof; (ivb) this Agreement shall not in any way release or impair the rights, duties, Obligations Reimbursement Obligations, guarantees or Liens created pursuant to the Existing Credit Original Reimbursement Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, date hereof and except as superseded or otherwise modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (vc) all indemnification obligations of the Loan Parties Company under the Existing Credit Original Reimbursement Agreement and any other “Loan Document” as defined therein that by their terms are to survive the termination thereof shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the LendersLC Provider, the Former Disbursing Agent, Calculation Agent and any other Person indemnified under the Existing Credit Original Reimbursement Agreement or such other Loan Document at any time prior to the Closing Datedate hereof pursuant to and for so long as such provisions so provide; (vid) the Reimbursement Obligations incurred under the Existing Credit Original Reimbursement Agreement shall, to the extent outstanding on the Closing Datedate hereof, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Reimbursement Obligations or any of the other rights, duties and obligations of the parties hereunderhereunder or under the Original Reimbursement Agreement, and the term “Reimbursement Obligations” shall include the Reimbursement Obligations as amended and restated under this Agreement; (viie) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders Company, LC Provider, Disbursing Agent or the Former Calculation Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Original Reimbursement Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Original Reimbursement Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiif) any and all references in the Loan Documents to the Existing Credit Agreement “Reimbursement Agreement” in any Loan Document shall, without further action of the parties, be deemed a reference to the Existing Credit Original Reimbursement Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modifiedrestated, supplemented or amended and restated otherwise modified from time to time hereafter time; and (g) the Liens granted by each of the Loan Parties pursuant to the Loan Documents shall continue without any diminution thereof and shall remain in accordance full force and effect on and after the date hereof. [End of text; signature pages to follow] Xxxxxxx X. Xxxxxx Vice President, Finance, Chief Financial Officer, Treasurer and Corporate SecretaryIN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written. COMPANY: FREIGHTCAR AMERICA, INC. By: Name: Title: LC PROVIDER: CO FINANCE LVS VI LLC By: Name: Xxxxxxxxxxx Xxxxxxxx Title: Authorized Person SM DISBURSING AGENT: U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as Disbursing Agent and not in its individual capacity By: Name: Xxxxxxx Xxxxxx-Xxxx Title: Vice President CALCULATION AGENT: ALTER DOMUS (US) LLC, solely in its capacity as Calculation Agent and not in its individual capacity By: Lk1l«J-- : Maithew Tryhu1a Associate Counsel Address for Notices: Alter Domus (US) LLC 000 X. Xxxxxxxxxx Street, 9th Floor Chicago, lllinois 60606 Attention: Legal Department and Xxxx Xxxxxxxxx Facsimile No. (000) 000-0000 Telephone No. (000) 000-0000 Email: xxxx.xxxxxxxxx@xxxxxxxxxx.xxx and xxxxx@xxxxxxxxxx.xxx) With a copy (which does not constitute notice) to: Xxxxxx & Xxxxxx LLP One Battery Park Plaza New York, New York 10004 Attention: Xxxxx Xxxxxxx Facsimile No. (000) 000-0000 Telephone No. (000) 000-0000 Email: xxxxxxx@xxxxxx.xxx SIGNATIJRE PAGE TO AMENDED ANDRESTATED REIMBURSEMENT AGREEMENT Annex B-64 \\LA - 765212/000003 - 2075087 v5 Exhibit B [attached] Annex B-65 \\LA - 765212/000003 - 2075087 v5 Execution Version AmericasActive:18517422.5 AMENDMENT NO. 5 TO INTERCREDITOR AGREEMENT THIS AMENDMENT NO. 5 TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of May 22, 2023 is made between Siena Lending Group LLC, in its capacity as the lender under the Revolving Credit Agreement (in such capacity and together with any successor thereto, the terms of this Agreement“Revolving Lender”), and U.S. Bank National Association, in its capacity as the collateral agent for the Term Loan Lenders under the Term Loan Agreement and the Reimbursement Agreement (in such capacity and together with any successor collateral agent, the “Term Loan Agent”).

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 3.1, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (iia) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” Document (as defined thereinin the Existing Credit Agreement), as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties party thereto to the Lenders and the Administrative Agent; (iiib) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (vc) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and or any other “Loan Document” Document (as defined therein in the Existing Credit Agreement) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vid) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiie) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter hereafter; and (f) any and all references to the "Closing Date" in accordance with the terms Subsidiary Guaranty Agreement, the Pledge Agreement, the Patent Security Agreements and the Trademark Security Agreements shall, without further action of this Agreementthe parties, be deemed a reference to the Original Closing Date.

Effect of Amendment and Restatement. (a) Upon the effectiveness of this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 6.01, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iiia) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the BorrowerBorrowers, the Lenders and the Administrative Agent accruing from and after the Closing Date; (ivb) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” Credit Document (as defined therein therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the BorrowerBorrowers; (vc) all indemnification obligations of the Loan Parties Borrowers under the Existing Original Credit Agreement and any other “Loan Document” Credit Documents (as defined therein therein) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Original Credit Agreement or such any other Loan Document (as defined therein) at any time prior to the Closing Date; , (vid) the Obligations incurred under the Existing Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viie) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiif) any and all references in the Loan Documents to the Existing Original Credit Agreement in each and every Collateral Document and all other Credit Documents shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modifiedrestated, supplemented or amended and restated otherwise modified from time to time hereafter in accordance with the terms of this Agreementtime.

Effect of Amendment and Restatement. (a) Upon this Credit Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 5.1, from and after the Closing Date: (i)(Aa) all outstanding “the Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, Commitments shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunderincreased in accordance with the terms hereof; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iiib) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (ivc) this Credit Agreement shall not in any way release or impair the rights, duties, duties or Credit Party Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” Credit Document (as defined therein in the Existing Credit Agreement) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of prior to the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (vd) all indemnification obligations of the Loan Credit Parties under the Existing Credit Agreement and or any other “Loan Document” Credit Document (as defined therein in the Existing Credit Agreement) which by their terms survive termination shall survive the execution and delivery of this Credit Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Credit Document at any time prior to the Closing Date; (vie) the Credit Party Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing DateDate and owed to a Lender hereunder which was also a lender under the Existing Credit Agreement, continue to be outstanding under this Credit Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Credit Agreement, and this Credit Agreement shall not constitute a refinancing, substitution or novation of such Credit Party Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiif) any and all references in the Loan Credit Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Credit Agreement, and as this Credit Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter hereafter; and (g) any and all references in accordance with the terms Credit Documents (as defined in the Existing Credit Agreement) to the "Closing Date" shall, without further action of this Agreementthe parties, be deemed a reference to the Original Closing Date.

Effect of Amendment and Restatement. This Agreement amends and restates the First Amended and Restated Credit Agreement in its entirety; provided, however, that the provisions of the Original Credit Agreement and the First Amended and Restated Credit Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses for the benefit of the Agent and the Lenders (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2in each case, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Original Credit Agreement or the First Amended and Restated Credit Agreement, as the case may be), if anyincluding, shall be deemed to be Revolving Loans outstanding hereunder without limitation, the provisions of SECTIONS 2.11(a), 2.11(b), 2.12, 2.13, 2.18(H), 9.7, 10.6 and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions 10.7 of the Existing Original Credit Agreement and any other “Loan Document” as defined thereinthe First Amended and Restated Credit Agreement, as amended and restated by shall survive the effectiveness of this Agreement and the other Loan Documents being executed amendment and delivered on restatement of the Closing First Amended and Restated Credit Agreement effected hereby; provided, further, however, that the First Amended and Restated Credit Agreement remains in full force and effect until the Amendment Effective Date, shall be and remain the First Amended and Restated Credit Agreement remains in full force and effect, as so amendedamended by this Credit Agreement, and shall constitute after the legalAmendment Effective Date. Upon the effectiveness of this Agreement, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iiii) the terms and conditions of the all Existing Credit Agreement Loans (if any) shall be amended as set forth herein and, as so amended and restateddeemed to be Revolving Credit Loans hereunder, shall be restated in their entirety, but evidenced by the Revolving Credit Notes and shall be amended only with respect entitled to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as all of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery benefits of this Agreement and shall continue in full force the other Loan Documents, and effect for the benefit (ii) all other Loan Documents, instruments, certificates, financial statements and other documents executed or delivered by or on behalf of the Lenders, Borrower or any of its Subsidiaries pursuant to the Former Agent, First Amended and any other Person indemnified under the Existing Restated Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power be deemed to have been executed or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except delivered pursuant to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; First Amended and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Restated Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 2.1, from and after the Closing Date: (i)(Aa) all the revolving credit commitments available under the Original Credit Agreements will be restated and reduced in accordance with the terms hereof and $78,750,000 of the term loans outstanding “Revolving Loans” (as such term is defined in under the Existing Original Credit Agreement), if any, Agreements shall be deemed to be Revolving Term Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunderin accordance with the terms hereof; (iib) all terms and conditions of the Existing Original Credit Agreement Agreements and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto to the Lenders and the Administrative Agent; (iiic) the terms and conditions of the Existing Original Credit Agreement Agreements shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the BorrowerBorrowers, the Lenders Lenders, Collateral Agent and the Administrative Agent accruing from and after the Closing Date; (ivd) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement Agreements or any other “Loan Document” Document (as defined therein therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the each Borrower; (ve) all indemnification obligations of the Loan Credit Parties under the Existing Original Credit Agreement Agreements and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Original Credit Agreement Agreements or such any other Loan Document at any time prior to the Closing Date; (vie) the Obligations incurred under the Existing Original Credit Agreement Agreements shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viif) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreements, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit AgreementAgreements, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiig) any and all references in the Loan Documents to the Existing Original Credit Agreement Agreements shall, without further action of the parties, be deemed a reference to the Existing Original Credit AgreementAgreements, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter in accordance with the terms of this Agreementhereafter.

Effect of Amendment and Restatement. (a) Upon this This Agreement becoming effective pursuant is intended to Sections 3.1 and 3.2does completely amend and restate, from without novation, that certain Term Loan Guarantee and after Collateral Agreement, dated October 25, 2013, by the Closing Date: (i)(A) all outstanding “Revolving Loans” Grantors party thereto in favor of the Collateral Agent (as such term is defined in amended or supplemented prior to the Existing Credit date hereof, the “Original Guarantee and Collateral Agreement”), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of . Notwithstanding the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated modifications effected by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders representations, warranties and the Administrative Agent; (iii) the terms and conditions covenants of the Existing Credit Agreement shall be amended as set forth herein and, as so amended Grantors and restated, shall be restated Guarantors contained in their entirety, but shall be amended only with respect to the rights, duties Original Guarantee and obligations among the BorrowerCollateral Agreement, the Lenders Grantors and the Administrative Agent accruing from Guarantors acknowledge and after the Closing Date; (iv) this Agreement shall not agree that any causes of action or other rights created in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as favor of the Closing DateCollateral Agent and its successors arising out of the representations, except as modified hereby warranties and covenants of the Grantors and/or Guarantors party thereto contained in or by documents, instruments and agreements executed and delivered in connection herewith, with the Original Guarantee and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Collateral Pledge Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit Agreement. All indemnification obligations of the Lenders, Grantors and Guarantors pursuant to the Former Agent, Original Guarantee and Collateral Agreement (including any other Person indemnified under arising from a breach of the Existing Credit representations thereunder) shall survive the amendment and restatement of the Original Guarantee and Collateral Agreement pursuant to this Agreement. Notwithstanding anything herein or such in any other Loan Document at any time prior to the Closing Date; (vi) contrary, the Obligations incurred under parties hereto expressly acknowledge that it is not their intention that the Existing Credit Agreement shallExtension Amendment, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations Loan Documents executed or delivered pursuant to the Extension Amendment constitute a novation of any of the obligations, covenants or agreements contained in the Original Guarantee and Collateral Agreement or any other Loan Document, but rather constitute a modification thereof or supplement thereto pursuant to the terms contained therein and herein. The Original Guarantee and Collateral Agreement and the other Loan Documents, in each case as amended, modified or supplemented hereby and by the Extension Amendment, shall be deemed to be continuing agreements among the parties hereunder; (vii) the executionthereto, delivery and effectiveness of this Agreement shall not operate as a waiver of any rightall documents, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargoinstruments, and agreements delivered, as successor Administrative Agent hereunder)well as all Liens created, nor constitute a waiver of any covenant, agreement pursuant to or obligation under in connection with the Existing Credit Agreement, except to Original Guarantee and Collateral Agreement and the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the other Loan Documents to the Existing Credit Agreement shallshall remain in full force and effect, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter each in accordance with its terms (as amended, modified or supplemented by the terms of Extension Amendment and this Agreement).

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 On the Second Amendment and 3.2Restatement Date, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, Agreement shall be deemed to be Revolving Loans outstanding hereunder amended and restated in its entirety by this Agreement. The parties hereto acknowledge and agree that (Bi) there shall be no Swingline Loans outstanding hereunder; (ii) all terms this Agreement and conditions the other Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the obligations, security interests and Liens under the Existing Credit Agreement and any other “Loan Document” Credit Documents as defined thereinin effect immediately prior to the Second Amendment and Restatement Date, which remain outstanding and in effect and (ii) such obligations, security interests and Liens (as amended and restated hereby) are in all respects continuing. The Company, by its execution of this Agreement, (a) confirms its obligations to the Secured Parties with respect to the Secured Obligations, (b) confirms that its obligations under the Existing Credit Agreement as amended hereby are entitled to the benefits of the pledges and guarantees, as applicable, set forth in the other Loan Documents being executed Credit Documents, and delivered on (c) agrees that the Closing DateExisting Credit Agreement as amended hereby is the "Credit Agreement" under and for all purposes of the Credit Documents. Each Credit Risk Party, by its execution of this Agreement, hereby confirms that the Secured Obligations shall be and remain in full force and effect, as so amended, and such Secured Obligations shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed entitled to be paidthe benefits of the grant set forth in the Credit Documents. Each Credit Risk Party, released, discharged or otherwise satisfied by the its execution of this Agreement, hereby confirms and this agrees that references to the Credit Agreement shall not constitute a substitution or novation of such Obligations or any in each of the other rights, duties Credit Documents is and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, Agreement as amended and restated by this Agreement, hereby (and as this Agreement shall be is further amended, modified, supplemented or supplemented, waived, restated, amended and restated restated, replaced or otherwise modified from time to time hereafter in accordance with time). The Company and the Administrative Agent hereby direct the Collateral Agent, the Securities Intermediary and the Collateral Administrator to execute this Agreement and the terms hereof; and the Company and the Administrative Agent hereby acknowledge and agree that the exculpatory, indemnification and other provisions of Section 9 of this AgreementAgreement shall apply to the Company and the Administrative Agent with respect to their acknowledgement of this Agreement and the terms hereof.

Effect of Amendment and Restatement. (ag) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder, (B) all outstanding “Swingline Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Swingline Loans outstanding hereunder, (C) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (BD) there all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be no Swingline deemed to be Term Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by 86 the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.

Effect of Amendment and Restatement. (a) Upon the Restatement Effective Date, this Agreement becoming effective pursuant to Sections 3.1 shall amend, and 3.2restate as amended, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit AgreementAgreement (including any contingent amendments thereto), if any, but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be Revolving Loans outstanding hereunder a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. Upon the Restatement Effective Date, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to release each Existing Mortgaged Property. Notwithstanding the foregoing, (i) the amendments included in the Existing Credit Agreement contained in Section 10.1(d) and (Be) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties amendments relating to the Lenders and extension or refinancing of Tranche B Term Loans with Extended Credits or Refinancing Debt shall become effective upon the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and receipt by the Administrative Agent accruing from of written consent of each affected Tranche B Term Lender and after (ii) the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant amendments to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, contained in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness Section 2.11 of this Agreement shall not operate as a waiver become effective upon the receipt by the Administrative Agent of written consent of the Majority Facility Lenders in respect of the Non-Extended Tranche B Term Facility and the Extended Tranche B Term Facility; provided that, in each case, the agreement of any right, power Tranche B Term Lender to any amendment or remedy modification of the Lenders Agreement, in the case of clause (i) above, after the Prior Restatement Effective Date and, in the case of clause (ii) above, after the Restatement Effective Date, requiring the consent of each affected Lender or such Majority Facility Lenders, respectively, shall constitute the Former Agent under consent of such Tranche B Term Lender with respect thereto. EXHIBIT B Form of Guarantee and Collateral Acknowledgement March 3, 2017 Reference is made to the Existing Fourth Amended and Restated Credit Agreement dated as of October 7, 2016 (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance time, the “Credit Agreement”) among Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the terms meanings assigned to them in the Credit Agreement. Each of this Agreement.the parties hereto hereby acknowledges and consents to the First Amendment, dated as of March 3, 2017 (the “Amendment”) to the Credit Agreement and agrees with respect to each Loan Document to which it is a party:

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 2.1, from and after the Closing Date: (i)(Aa) all outstanding “the Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, Loan Commitments shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunderincreased in accordance with the terms hereof; (iib) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on or as of the Closing Date, shall be and remain in full force and effect, as so amendedamended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws relating to the Lenders enforcement of creditors’ rights and the Administrative Agentby general principles of equity (whether considered at law or in equity); (iiic) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the ; provided that any rights, duties and obligations among the BorrowerBorrowers, the Lenders and the Administrative Agent accruing from and after before the Closing DateDate under the Original Credit Agreement and any other Loan Documents shall survive in their entirety unless specifically amended hereunder; (ivd) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified amended hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the BorrowerBorrowers; (ve) all indemnification obligations of the Loan Credit Parties under the Existing Original Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Original Credit Agreement or such any other Loan Document at any time prior to the Closing Date; (vif) the Obligations incurred under the Existing Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viig) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified amended hereby; and (viiih) any and all references in the Loan Documents to the Existing Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter hereafter; (i) any and all references in accordance with the terms Loan Documents that were executed or delivered prior to the date hereof to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Original Closing Date and (j) all security interests created under the Original Credit Agreement and the other Loan Documents executed and delivered on the Original Closing Date continue to be in full force and effect after giving effect to the consummation of this Agreement.

Effect of Amendment and Restatement. (a) Upon the effectiveness of this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 6.01, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iiia) the terms and conditions of the Existing Original Credit Agreement Agreement, as amended by the August 18, 2000 Amendment and Restatement and as Amended by the September 22, 2000 Amendment and Restatement, shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (ivb) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement Agreement, as amended by the August 18, 2000 Amendment and Restatement and as Amended by the September 22, 2000 Amendment and Restatement, or any other “Loan Document” Credit Document (as defined therein therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the BorrowerBorrowers; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vic) the Obligations incurred under the Existing Original Credit Agreement Agreement, as amended by the August 18, 2000 Amendment and Restatement and as Amended by the September 22, 2000 Amendment and Restatement, shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viid) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Original Credit Agreement (or of Xxxxx FargoAgreement, as successor Administrative Agent hereunder)amended by the August 18, 2000 Amendment and Restatement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, as amended by the August 18, 2000 Amendment and Restatement and as Amended by the September 22, 2000 Amendment and Restatement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiie) any and all references in the Loan Documents to the Existing Original Credit Agreement in each and every Collateral Document and all other Credit Documents shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended by the August 18, 2000 Amendment and Restatement, as amended by the September 22, 2000 Amendment and Restatement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modifiedrestated, supplemented or amended and restated otherwise modified from time to time hereafter in accordance with the terms of this Agreementtime.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement by the parties hereto, the Existing Credit Agreement shall be amended, restated and shall continue superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that the liens and security interests granted under the Guarantee and Security Agreement, the Pledge Agreement and any other Credit Document (each as defined in the Existing Credit Agreement) are continuing and in full force and effect for and, upon the benefit amendment and restatement of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such and the amendment and/or amendment and restatement of the other Loan Document at any time prior Credit Documents (as defined in the Existing Credit Agreement) pursuant to the Closing Date; (vi) Credit Documents, such liens and security interests secure and continue to secure the Obligations incurred payment of the obligations, and that the Notes outstanding under and as defined in the Existing Credit Agreement shall, to are upon the extent outstanding on the Closing Date, continue to be outstanding under execution and delivery of this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the parties hereto and the execution and delivery of the Notes hereunder, replaced by the Notes issued hereunder. Furthermore, upon execution of this Agreement, Renco, in its capacity as Agent and Lender hereunder, hereby extends the period under which the waivers it granted under that certain Waiver, dated as of March 27, 2003, between the Company and Renco (as such Waiver has been amended through and including the date hereof, the “Waiver”), are effective to include the period from the date the Waiver was executed through the date hereof. Each of the undersigned has caused this Agreement shall not constitute a substitution or novation of such Obligations or any to be executed and delivered by its duly authorized officer as an agreement under seal as of the other rightsdate first above written. BORROWER: THE DOE RUN RESOURCES CORPORATION By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: CFO, duties and obligations of the parties hereunder; VP Finance & Treasurer The Doe Run Resources Corporation 0000 Xxxx 000 Xxxxx Xxxxx 000 Xx. Xxxxx, XX 00000 Telecopy: (vii000) the execution000-0000 AGENT AND LENDER: THE RENCO GROUP, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx FargoINC., as successor Administrative Agent hereunder)and Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President The Renco Group, nor constitute a waiver of any covenantInc. 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and XX 00000 Telecopy: (viii000) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.000-0000

Effect of Amendment and Restatement. (a) Upon this This Agreement becoming effective pursuant is intended to Sections 3.1 and 3.2does completely amend and restate, from without novation, that certain Term Loan Guarantee and after Collateral Agreement, dated October 25, 2013, by the Closing Date: (i)(A) all outstanding “Revolving Loans” Grantors party thereto in favor of the Collateral Agent (as such term is defined in amended or supplemented prior to the Existing Credit date hereof, the “Original Guarantee and Collateral Agreement”), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of . Notwithstanding the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated modifications effected by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders representations, warranties and the Administrative Agent; (iii) the terms and conditions covenants of the Existing Credit Agreement shall be amended as set forth herein and, as so amended Grantors and restated, shall be restated Guarantors contained in their entirety, but shall be amended only with respect to the rights, duties Original Guarantee and obligations among the BorrowerCollateral Agreement, the Lenders Grantors and the Administrative Agent accruing from Guarantors acknowledge and after the Closing Date; (iv) this Agreement shall not agree that any causes of action or other rights created in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as favor of the Closing DateCollateral Agent and its successors arising out of the representations, except as modified hereby warranties and covenants of the Grantors and/or Guarantors party thereto contained in or by documents, instruments and agreements executed and delivered in connection herewith, with the Original Guarantee and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Collateral Pledge Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit Agreement. All indemnification obligations of the Lenders, Grantors and Guarantors pursuant to the Former Agent, Original Guarantee and Collateral Agreement (including any other Person indemnified under arising from a breach of the Existing Credit representations thereunder) shall survive the amendment and restatement of the Original Guarantee and Collateral Agreement pursuant to this Agreement. Notwithstanding anything herein or such in any other Loan Document at any time prior to the Closing Date; (vi) contrary, the Obligations incurred under parties hereto expressly acknowledge that it is not their intention that the Existing Credit Agreement shall, Fourth Amendment to the extent outstanding on the Closing DateCredit Agreement, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations Loan Documents executed or delivered pursuant to the Fourth Amendment to the Credit Agreement constitute a novation of any of the parties hereunder; (vii) obligations, covenants or agreements contained in the executionOriginal Guarantee and Collateral Agreement or any other Loan Document, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor but rather constitute a waiver of any covenantmodification thereof or supplement thereto pursuant to the terms contained therein and herein. The Original Guarantee and Collateral Agreement and the other Loan Documents, agreement in each case as amended, modified or obligation under supplemented hereby and by the Existing Fourth Amendment to the Credit Agreement, except shall be deemed to be continuing agreements among the extent that any such covenantparties thereto, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references documents, instruments, and agreements delivered, as well as all Liens created, pursuant to or in connection with the Original Guarantee and Collateral Agreement and the other Loan Documents to the Existing Credit Agreement shallshall remain in full force and effect, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter each in accordance with its terms (as amended, modified or supplemented by the terms of Fourth Amendment to the Credit Agreement and this Agreement).

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 3.1, from and after the Closing Date: (i)(Aa) all outstanding “Revolving Loans” Credit Advances and Revolving Commitments (as such term is defined in the Existing 2008 Credit Agreement), if any, ) shall be deemed to be Revolving Loans outstanding hereunder Credit Advances and (B) there shall be no Swingline Loans outstanding hereunderRevolving Commitments, respectively; (iib) all terms and conditions of the Existing 2008 Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties party thereto to the Lenders and the Administrative Agent; (iiic) the terms and conditions of the Existing 2008 Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the BorrowerBorrowers, the Lenders and the Administrative Agent accruing from and after the Closing Date; (ivd) this Agreement shall not in any way release or impair the rights, duties, Lender Obligations or Liens created pursuant to the Existing 2008 Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Lender Obligations and Liens are assumed, ratified and affirmed by the BorrowerLoan Parties; (ve) to the extent expressly provided for in the 2008 Credit Agreement, all indemnification obligations of the Loan Parties under the Existing 2008 Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing 2008 Credit Agreement or such any other Loan Document at any time prior to the Closing Date; (vif) the Lender Obligations incurred under the Existing 2008 Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Lender Obligations or any of the other rights, duties and obligations of the parties hereunder; (viig) the execution, delivery and effectiveness of this Agreement shall not operate as (i) a waiver of any Default or Event of Default (each as defined on the 2008 Credit Agreement) under the 2008 Credit Agreement or a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing 2008 Credit Agreement or (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor ii) constitute a waiver of any covenant, agreement or obligation under the Existing 2008 Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby, or; and (viiih) any and all references in the Loan Documents other than this Agreement, the Security Agreement and the Pledge Agreement to the Existing 2008 Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing 2008 Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter and (i) any and all references in accordance with the terms Loan Documents to the “Closing Date” shall, without further action of this Agreementthe parties, be deemed a reference to the Closing.

Effect of Amendment and Restatement. (a) Upon the effectiveness of this Agreement becoming effective pursuant to Sections 3.1 and 3.2SECTION 2.01, from and after the Closing Effective Date: (i)(Aa) all outstanding “Revolving Loans” (except as such term is defined in the Existing Credit Agreement)expressly set forth herein, if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, effect and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties Borrower to the Lenders and the Administrative Agent; (iiib) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Effective Date; (ivc) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (vd) all indemnification obligations of the Loan Parties Borrower under the Existing Original Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, the Syndication Agent and any other Person indemnified under the Existing Original Credit Agreement or such any other Loan Document at any time prior to the Closing Effective Date (including, without limitation, to the extent set forth in Sections 1.14 and 9.05 of the Original Credit Agreement as in effect immediately prior to the Effective Date); (vie) the Obligations incurred under the Existing Original Credit Agreement shall, to the extent outstanding on the Closing Effective Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viif) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiig) any and all references in the Loan Documents to the Existing Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter in accordance with the terms of this Agreementhereafter.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 2.1, from and after the Closing Date: (i)(Aa) all outstanding “the Revolving Loans” Loan Commitments shall be restated as set forth in Annex J (which restatement shall include any Revolving Loan Commitments of New Lender (as such term is defined in the Existing Credit Agreementbelow), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder); (iib) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on or as of the Closing Date, shall be and remain in full force and effect, as so amendedamended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws relating to the Lenders enforcement of creditors’ rights and the Administrative Agentby general principles of equity (whether considered at law or in equity); (iiic) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the ; provided that any rights, duties and obligations among the BorrowerBorrowers, the Lenders and the Administrative Agent accruing from and after before the Closing DateDate under the Original Credit Agreement and any other Loan Documents shall survive in their entirety unless specifically amended hereunder; (ivd) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified amended hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the BorrowerBorrowers; (ve) all indemnification obligations of the Loan Credit Parties under the Existing Original Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Original Credit Agreement or such any other Loan Document at any time prior to the Closing Date; (vif) the Obligations incurred under the Existing Original Credit Agreement Agreement, including, without limitation, in respect of principal, interest, reimbursement obligations for Letters of Credit, expenses and fees, shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viig) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified amended hereby; and (viiih) any and all references in the Loan Documents to the Existing Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter hereafter; (i) any and all references in accordance the Loan Documents that were executed or delivered on or after the Original Closing Date but prior to the First Restatement Date to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Original Closing Date, and any and all references in the Loan Documents that were executed and delivered on or after First Restatement Date but prior to the Second Restatement Date to the “Closing Date” shall, without further action of the parties, be deemed a reference to the First Restatement Date, and any and all references in the Loan Documents that were executed and delivered on or after the Second Restatement Date but prior to the date hereof to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Second Restatement Date, and any and all references in the Loan Documents that were executed and delivered on or after the Third Restatement Date but prior to the date hereof to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Third Restatement Date, and (j) all security interests created under the Original Credit Agreement and the other Loan Documents executed prior to the date hereof continue to be in full force and effect after giving effect to the consummation of this Agreement except as specifically provided in this Agreement or any other Loan Document executed on the Closing Date. Simultaneously with the terms effectiveness of this Agreement, Deutsche Bank Trust Company Americas (the “Exiting Lender”) shall be deemed to have, and does hereby sell, assign, transfer and convey to Deutsche Bank AG New York Branch (the “New Lender”), and the New Lender hereby purchases and accepts the Revolving Loan Commitments and Loans of the Exiting Lender such that, after giving effect to this Agreement, (a) Exiting Lender shall (i) be paid in full for all amounts owing to Exiting Lender under the Original Credit Agreement, (ii) cease to be a Lender under the Original Credit Agreement and the Loan Documents (as defined therein), and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance, event or condition arising prior to the Closing Date) and be released from its obligations under the Original Credit Agreement and the Loan Documents (as defined therein) and (b) the Revolving Loan Commitment of the New Lender shall be as set forth on Annex J to this Agreement, and the New Lender shall hereafter have, and does hereby assume, all of the rights and obligations of Exiting Lender under the Original Agreement and the Loan Documents (as defined therein). The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lender and without any warranties whatsoever by Agent, L/C Issuer or any Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. No fees shall be due by or to any Person in connection with these assignments, all of which are hereby waived by any party entitled to same. The Exiting Lender and New Lender shall make all appropriate adjustments in payments under the Original Credit Agreement for periods prior to the Closing Date among themselves. Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 2.3 and for no other purpose.

Effect of Amendment and Restatement. Effective upon satisfaction of the conditions set forth in Section 5.1, this Agreement shall amend and restate the Existing Note Purchase Agreement in its entirety. The parties hereto acknowledge and agree that (a) Upon this Agreement becoming effective Agreement, the Third Amended and Restated Note and the other Note Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of any of the “Obligations” (as defined in the Existing Note Purchase Agreement) under the Existing Note Purchase Agreement, the Existing Senior Notes or any other Note Documents, in each case, as in effect immediately prior to the Closing Date, which remain outstanding; and (b) except for any “Obligations” (as defined in the Existing Note Purchase Agreement) which are expressly contemplated to be repaid on the Closing Date and to the extent are in fact so repaid, the “Obligations” (as amended and restated hereby and which are hereinafter subject to the terms herein) are in all respects continuing. Without limiting the foregoing, the parties hereto acknowledge and confirm that (i) the Company previously issued and sold to the Purchaser, and the Purchaser previously purchased, the Existing Warrant pursuant to Sections 3.1 the terms of the Original Note Purchase Agreement and 3.2the Existing Warrant Documents, from in reliance on the representations and warranties contained in the Original Note Purchase Agreement, (ii) on and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in , and after giving effect to this Agreement, the Existing Credit Agreement), if any, Warrant Documents shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amendedeffect and shall continue to be binding on and enforceable against the Company in accordance with their terms, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms outstanding principal amount of the indebtedness evidenced by the Existing Senior Notes, together with all accrued and conditions unpaid interest on such principal amount, are not being novated or forgiven in connection with the amendment and restatement of the Existing Credit Note Purchase Agreement shall be amended as set forth herein and, as so amended or the amendment and restated, shall be restated in their entirety, but shall be amended only with respect restatement of the Existing Senior Notes by and pursuant to the rightsterms of the Third Amended and Restated Note, duties and obligations among the Borrower, the Lenders such principal amount of indebtedness together with all accrued and the Administrative Agent accruing from unpaid interest thereon (A) shall remain outstanding on and after the Closing Date; (iv) this Agreement Date and shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed be evidenced by the Borrower; Third Amended and Restated Note, (vB) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter payable in accordance with the terms of this Agreement and the terms of the Third Amended and Restated Note, and (C) are intended to be and shall be included in the Obligations as defined in this Agreement, and (D) shall be and remain at all times secured by the Liens granted by the Obligors in favor of the Purchaser pursuant to the Security Documents.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 2.1, from and after the Closing Date: (i)(Aa) all outstanding “the Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, Loan Commitments shall be deemed restated as set forth in Annex J (which restatement shall include any Revolving Loan Commitments of assignees referred to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunderin Section 2.1(a)(ii)); (iib) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on or as of the Closing Date, shall be and remain in full force and effect, as so amendedamended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws relating to the Lenders enforcement of creditors’ rights and the Administrative Agentby general principles of equity (whether considered at law or in equity); (iiic) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the ; provided that any rights, duties and obligations among the BorrowerBorrowers, the Lenders and the Administrative Agent accruing from and after before the Closing DateDate under the Original Credit Agreement and any other Loan Documents shall survive in their entirety unless specifically amended hereunder; (ivd) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified amended hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the BorrowerBorrowers; (ve) all indemnification obligations of the Loan Credit Parties under the Existing Original Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Original Credit Agreement or such any other Loan Document at any time prior to the Closing Date; (vif) the Obligations incurred under the Existing Original Credit Agreement Agreement, including, without limitation, in respect of principal, interest, reimbursement obligations for Letters of Credit, expenses and fees, shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viig) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified amended hereby; and (viiih) any and all references in the Loan Documents to the Existing Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter hereafter; (i) any and all references in accordance with the terms Loan Documents that were executed or delivered on or after the Original Closing Date but prior to the First Restatement Date to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Original Closing Date, and any and all references in the Loan Documents that were executed and delivered on or after First Restatement Date but prior to the Second Restatement Date to the “Closing Date” shall, without further action of the parties, be deemed a reference to the First Restatement Date, and any and all references in the Loan Documents that were executed and delivered on or after the Second Restatement Date but prior to the date hereof to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Second Restatement Date, and (j) all security interests created under the Original Credit Agreement and the other Loan Documents executed prior to the date hereof continue to be in full force and effect after giving effect to the consummation of this Agreement.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2On the Effective Date, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, Facilities shall be deemed to be Revolving Loans outstanding hereunder amended and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms restated in their entirety as set forth herein. This Agreement has been given in renewal, extension, rearrangement and conditions increase, and not in extinguishment of the obligations under the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement Facilities and the notes and other Loan Documents being executed documents related thereto. This Agreement does not constitute a novation of the obligations and delivered on liabilities under the Closing DateExisting Credit Facilities or evidence repayment of any such obligations and liabilities. Additionally, shall be the substantive rights and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of parties hereto shall be governed by this Agreement, rather than the Existing Credit Agreement shall be amended as set forth herein andFacilities. Without limitation of any of the foregoing, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iva) this Agreement shall not in any way release or impair the rights, duties, Secured Obligations or Liens created pursuant to (as defined in the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case Facilities) to the extent in force and effect thereunder as of the Closing Date, Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Secured Obligations and Liens are assumed, ratified and affirmed by the BorrowerParent, the Borrower and each of the Guarantors; (vb) all indemnification obligations of the Loan Parties Parent and the Borrower and each of the Guarantors under the Existing Credit Agreement and any other “Loan Document” as defined therein Facilities shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, Lenders (as defined in the Former Agent, Existing Credit Facilities) and any other Person indemnified under the Existing Credit Agreement or such other Loan Document Facilities at any time prior to the Closing Effective Date; (vic) the Secured Obligations incurred under the Existing Credit Agreement Facilities shall, to the extent outstanding on the Closing Effective Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations Debt or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiid) any and all references in the Loan Documents to the Existing Credit Agreement shallFacilities in any of the Loan Documents shall (as defined in the Existing Credit Facilities), without further action of the parties, be deemed a reference to the Existing Credit AgreementFacilities, as amended and restated by this Agreement, and as this Agreement shall be further amended, modifiedrestated, supplemented or otherwise modified from time to time, and any and all references to the “Loan Documents” (as defined in the Existing Credit Facilities) in any such Loan Documents shall be deemed a reference to the Loan Documents under the Existing Credit Facilities, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time hereafter in accordance with the terms of this Agreementtime.

Effect of Amendment and Restatement. (a) Upon The parties hereto agree that, upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 3.1, from and after the Closing Datefollowing shall be deemed to occur or exist automatically, without further action by any party hereto or otherwise: (i)(Ai) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) (A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be repaid in full, (B) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans a Letter of Credit issued and outstanding hereunder and (BC) there all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be no Swingline Loans outstanding hereunderrepaid in full with proceeds of a Revolving Loan to be made on the Closing Date; (iiiii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amendedamended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; and (iiiiv) all indemnification obligations of the terms and conditions of Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall be amended as set forth herein and, as so amended survive the execution and restated, delivery of this Agreement and shall be restated continue in their entirety, but shall be amended only with respect to full force and effect for the rights, duties and obligations among benefit of the BorrowerLenders, the Lenders Administrative Agent, and any other Person indemnified under the Administrative Agent accruing from and after Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (iv) this . This Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereofof such Liens, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the . The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Existing Lenders or the Former Administrative Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.. ARTICLE IV

Effect of Amendment and Restatement. (a) Upon the effectiveness of this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 4.1, from and after the Closing Effective Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (iia) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Effective Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties party thereto to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be Agent amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Effective Date; (ivb) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (vc) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such any other Loan Document at any time prior to the Closing Date; (vid) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Effective Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viie) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiif) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter in accordance with the terms of this Agreementhereafter.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2, from and after On the Closing Date: , upon the satisfaction or waiver of the conditions set forth in Section 3 hereof, the indebtedness, obligations and other liabilities (i)(Aincluding, without limitation, interest and fees accrued to the Closing Date) all outstanding “Revolving Loans” governed by the Third Amended Loan Agreement (as such term is defined collectively, the "Prior Obligations") shall continue to be in the Existing Credit Agreement)full force and effect, if any, but shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all governed by the terms and conditions set forth in this Agreement. The provisions in the Third Amended Loan Agreement relating to security and collateral matters shall also continue to be in full force and effect, but shall be governed by the terms and conditions set forth in the Guaranty and Security Agreement. The provisions in the Guarantee dated as of September 22, 2004 executed by Parent in favor of Agent shall also continue to be in full force and effect, but shall be governed by the Existing Credit Agreement terms and conditions set forth in the Guaranty and Security Agreement. The Prior Obligations, together with any other “Loan Document” as defined therein, as amended and restated all additional Obligations incurred by this Agreement Borrower and Parent hereunder or under any of the other Loan Documents being executed Documents, shall continue to be secured by all of pledges and delivered grants of Liens provided in connection with the Third Amended Loan Agreement and related agreements, instruments and documents (and, on and after the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations secured by all of the Loan Parties to pledges and grants of Liens provided in connection with this Agreement, the Lenders Guaranty and Security Agreement and the Administrative Agent; (iii) the terms other Loan Documents). Each of Borrower and conditions of the Existing Credit Agreement shall be amended as set forth herein andParent hereby reaffirms, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except its obligations under each Financing Agreement (as defined in the Original Loan Agreement, collectively, the "Original Financing Agreements") to which it is party, as amended, supplemented or otherwise modified hereby or by documents, instruments (i) the First Amended Loan Agreement and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; other Financing Agreements (vas defined in the First Amended Loan Agreement, collectively, the "First Amended Financing Agreements"), (ii) all indemnification obligations of the Second Amended Loan Parties under the Existing Credit Agreement and any by the other “Loan Document” Financing Agreements (as defined therein in the Second Amended Loan Agreement; collectively the "Second Amended Financing Agreements"), (iii) the Third Amended Loan Agreement and by the other Loan Documents (as defined in the Third Amended Loan Agreement; collectively, the "Third Amended Financing Agreements") and (iv) this Agreement, the Guaranty and Security Agreement and by the other Loan Documents delivered on or before the Closing Date. Each of Borrower and Parent further agrees that each such Original Financing Agreement, each such First Amended Financing Agreement, each such Second Amended Financing Agreement and each such Third Amended Financing Agreement shall survive remain in full force and effect following the execution and delivery of this Agreement and the occurrence of the Closing Date, and that all references to the "Loan and Security Agreement" in such Original Financing Agreements, First Amended Financing Agreements, Second Amended Financing Agreements or Third Amended Financing Agreements shall thereafter be deemed to refer to this Agreement and/or the Guaranty and Security Agreement, as the context requires. The execution and delivery of this Agreement and the certain Reaffirmation of Loan Documents of even date herewith, and the occurrence of the Closing Date, shall constitute an amendment, replacement and restatement, but not a novation or repayment, of the Prior Obligations, which Prior Obligations shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied governed by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this AgreementAgreement on and after the Closing Date.

Effect of Amendment and Restatement. (ag) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Original Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder, (B) all outstanding “Swingline Loans” (as such term is defined in the Original Credit Agreement), if any, shall be deemed to be Swingline Loans outstanding hereunder and (BC) there each outstanding “Letter of Credit” (as such term is defined in the Original Credit Agreement), if any, shall be no Swingline Loans deemed to be a Letter of Credit issued and outstanding hereunder; (ii) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Original Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Original Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunderhereunder (provided that it is understood and agreed by the parties hereto that the proceeds of the Term Loans will be used to replace and refinance in full the principal amount of the Original Term Loans outstanding and all Obligations owing with respect thereto as of the Closing Date); (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on On the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended and restated in its entirety as set forth herein andherein. This Agreement has been given in renewal, extension, rearrangement and increase, and not in extinguishment of the obligations under the Existing Credit Agreement and the notes and other documents related thereto. This Agreement does not constitute a novation of the obligations and liabilities under the Existing Credit Agreement or evidence repayment of any such obligations and liabilities. All Liens, deeds of trust, mortgages, assignments and security interests securing the Existing Credit Agreement and the obligations relating thereto are hereby ratified, confirmed, renewed, extended, brought forward and rearranged as so amended security for the Obligations. None of the Liens and restatedsecurity interests created pursuant to the Existing Credit Agreement are released. Additionally, the substantive rights and obligations of the parties hereto shall be restated in their entiretygoverned by this Agreement, but shall be amended only with respect to rather than the rightsExisting Credit Agreement. Without limitation of any of the foregoing, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iva) this Agreement shall not in any way release or impair the rights, duties, Obligations (as defined in the Existing Credit Agreement) or Liens (as defined in the Existing Credit Agreement) created pursuant to the Existing Credit Agreement or any of the other “Existing Loan Document” as defined therein Documents or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the BorrowerBorrower and each of the Guarantors; (vb) all indemnification obligations of the Loan Parties Borrower and each of the Guarantors under the Existing Credit Agreement and any the other “Existing Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, Lenders (as defined in the Former Agent, Existing Credit Agreement) and any other Person indemnified under the Existing Credit Agreement or such any of the other Existing Loan Document Documents at any time prior to the Closing Date; (vic) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations Indebtedness or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiid) any and all references in the Loan Documents to the Existing Credit Agreement in any of the Existing Loan Documents shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modifiedrestated, supplemented or otherwise modified from time to time, and any and all references to the “Security Documents” or “Loan Documents” (each as defined in the Existing Credit Agreement) in any such Security Documents or such other Loan Documents shall be deemed a reference to the Security Documents or Loan Documents under the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time hereafter time; and (e) the Liens granted pursuant to the Existing Loan Documents and Security Documents (as defined in accordance with the terms Existing Credit Agreement) to which each of this Agreementthe Borrower or any Subsidiary is a party shall continue without any diminution thereof and shall remain in full force and effect on and after the Closing Date.

Effect of Amendment and Restatement. (a) Upon the Restatement Effective Date, this Agreement becoming effective pursuant to Sections 3.1 shall amend, and 3.2restate as amended, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit AgreementAgreement (including any contingent amendments thereto), if any, but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be Revolving Loans outstanding hereunder a continuing agreement among the parties, and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms documents, instruments and conditions of agreements delivered pursuant to or in connection with the Existing Credit Agreement and any other “Loan Document” as defined therein, as not amended and restated by in connection with the entry of the parties into this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, each in accordance with its terms, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties date of delivery or such other date as contemplated by such document, instrument or agreement to the Lenders and same extent as if the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant modifications to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, contained herein were set forth in each case an amendment to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the execution and delivery terms of this Agreement and shall continue in full force and effect for the benefit of the LendersAgreement, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. 105 106 EXHIBIT B Form of Guarantee and Collateral Acknowledgement May __, 2013 Reference is made to the Closing Date; (vi) the Obligations incurred under the Existing Amended and Restated Credit Agreement shalldated as of May 3, 2011 (as amended from time to time, the extent outstanding on “Credit Agreement”) among Avis Budget Car Rental, LLC, the Closing DateLenders and other parties thereto and JPMorgan Chase Bank, continue N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by them in the execution of this Credit Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations . Each of the parties hereunder; hereto hereby acknowledges and consents to the Seventh Amendment, dated as of May [ ], 2013 (viithe “Amendment”) to the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute and agrees with respect to each Loan Document to which it is a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.party:

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 3.1, from and after the Closing Date: (i)(Aa)(i) all outstanding “"Revolving Loans” " (as such term is defined in the Existing Original Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder, (ii) all outstanding "Swingline Loans" (as such term is defined in the Original Credit Agreement), if any, shall be deemed to be Swingline Loans outstanding hereunder and (Biii) there each outstanding "Letter of Credit" (as such term is defined in the Original Credit Agreement), if any, shall be no Swingline Loans deemed to be a Letter of Credit issued and outstanding hereunder; (iib) all terms and conditions of the Existing Original Credit Agreement and any other “"Loan Document” " as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties party thereto to the Lenders and the Administrative Agent; (iiic) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (ivd) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (ve) all indemnification obligations of the Loan Parties under the Existing Original Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Original Credit Agreement or such any other Loan Document at any time prior to the Closing Date; (vif) the Obligations incurred under the Existing Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viig) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiih) any and all references in the Loan Documents to the Existing Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter and (i) any and all references in the Loan Documents (other than this Agreement) to the "Closing Date" shall, without further action of the parties, be deemed a reference to November 2, 2009. Simultaneously with the Closing Date, (i) the Revolving Commitments (as defined in the Original Credit Agreement) of each of the Existing Lenders and the outstanding amount of all Revolving Loans (if any) shall be reallocated in accordance with the terms Revolving Commitments of the Lenders set forth on Schedule II, and the requisite assignments shall be deemed to be made in amounts from each Existing Lender to the Added Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignments and Acceptances (as defined in the Original Credit Agreement) under the Original Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which such requirements are hereby waived), and (ii) to the extent any Revolving Loan is outstanding on the Closing Date immediately prior to the effectiveness of this Agreement, the Added Lender shall make full cash settlement with each corresponding assignor Lender, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all such assignments and reallocations.

Effect of Amendment and Restatement. The Company, the Banks that are parties to the Existing Credit Agreement (a) Upon this Agreement becoming effective pursuant to Sections 3.1 which constitute “Required Banks” under and 3.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if anyM&I Xxxxxxxx & Xxxxxx Bank, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of as administrative agent under the Existing Credit Agreement and any other “Loan Document” as defined thereinAgreement, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; Agent agree that upon the effectiveness of this Agreement, (iiia) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and restated in the form hereof (and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in except for any way release or impair the rights, duties, Obligations or Liens created pursuant to provision of the Existing Credit Agreement or that by its terms survives any other “Loan Document” as defined therein or affect the relative priorities termination thereof, in each case to the extent in Existing Credit Agreement shall have no further force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrowereffect); (vb) all indemnification obligations of the Loan Parties “Commitments” under the Existing Credit Agreement shall be superseded and any other “Loan Document” replaced by the Commitments hereunder (and, except in its capacity as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lendersan Issuing Bank, the Former AgentSwing Line Bank or a Fronting Bank, and any other Person indemnified no “Bank” under the Existing Credit Agreement shall have any obligation to make loans or such other Loan Document at any time prior credit extensions to the Closing DateCompany, or to buy participations therein, in excess of its Commitment, if any, hereunder), without regard to any notice requirement set forth in Section 6.1.1 of the Existing Credit Agreement; (vic) the Obligations incurred outstanding “Revolving Loans” and participation interests in other credit extensions under the Existing Credit Agreement shallshall be reallocated among the Banks so that, after giving effect to such reallocation, each Bank has the extent proper principal amount of outstanding on the Closing Date, continue Loans and participation interests in other credit extensions hereunder (giving effect to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunderfronting arrangements) based upon its reallocated Commitment; (viid) after receiving and distributing funds as provided in clause (f)(i) below, M&I Xxxxxxxx & Ilsey Bank shall cease to have any obligations in its capacity as administrative agent under the executionExisting Credit Agreement; (e) Bank of America, delivery and effectiveness in its capacity as Administrative Agent, shall assume all responsibilities for administration of this Agreement as amended and restated; and (f) for convenience in making the reallocations described in clauses (b) and (c)above given the change in Persons acting as administrative agent, (i) the Company shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent pay all amounts outstanding under the Existing Credit Agreement (or other than amounts payable under Section 8.4 of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and which shall be (viiiA) any and calculated as if all references in the Loan Documents to outstanding Loans under the Existing Credit Agreement shallwere prepaid on the Effective Date rather than reallocated pursuant hereto and (B) paid by the Company to the Persons, without further action of if any, entitled thereto) to M&I Xxxxxxxx & Ilsey Bank, in its capacity as administrative agent under the partiesExisting Credit Agreement (and, be deemed a reference acting in such capacity, M&I Xxxxxxxx & Ilsey Bank shall distribute such amounts to the “Banks”under the Existing Credit Agreement, ) and (ii) each Bank shall deliver to the Administrative Agent immediately available funds as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time if it were making new Loans on the Effective Date in the amount required to time hereafter give effect to the reallocation described in accordance with the terms of this Agreementclause (c) above.

Effect of Amendment and Restatement. (a) Upon the execution and delivery of this Agreement becoming effective pursuant to Sections 3.1 and 3.2Agreement, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (Obligations”, as such term is defined in the Existing Credit AgreementOriginal Loan Agreement (the “Original Obligations”), if any, shall be deemed continue to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and but shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) be governed by the terms and conditions set forth in this Agreement. Without limiting the generality of the Existing foregoing, the letters of credit described on Schedule 2.3 shall continue as Letters of Credit outstanding under this Agreement and shall be amended as governed by the terms and conditions set forth herein in this Agreement. The Original Obligations, together with any and all additional Obligations incurred by Obligors hereunder or under any of the other Loan Documents, shall continue to be secured by all of the pledges and grants of security interests provided in connection with the Original Loan Agreement (and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the date hereof, shall be secured by all of the pledges and grants of security interests provided in connection with this Agreement and the other Security Documents), all as more specifically set forth in this Agreement and the other Security Documents. Each Borrower hereby reaffirms its obligations under each Loan Document, as defined in the Original Loan Agreement (collectively, the “Original Loan Documents”), to which it is party, as amended, restated, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered on the Closing Date; (iv) this Agreement . Each Borrower further agrees that each such Original Loan Document shall not remain in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in full force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive following the execution and delivery of this Agreement and that all references to the “Loan Agreement” or “Loan and Security Agreement” in each such Original Loan Document shall continue in full force be deemed to refer to this Agreement. The execution and effect for the benefit delivery of this Agreement shall constitute an amendment, replacement and restatement, but not a novation or repayment, of the Lenders, Original Obligations. The Outstanding Original Revolving Loan Balance is hereby deemed to be assigned by the Former Agent, and any other Person indemnified Lenders (as defined in the Original Loan Agreement) under the Existing Credit Original Loan Agreement or such other Loan Document at any time prior to the Closing Date; Lenders (vias defined herein) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute reallocated on a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter Pro Rata basis in accordance with the terms of this Agreementtheir respective Revolver Commitments.

Effect of Amendment and Restatement. The Company, the Lenders that are parties to the Existing Credit Agreement (a) Upon this Agreement becoming effective pursuant to Sections 3.1 which constitute "Required Lenders" under and 3.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if anyBank of America, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of as administrative agent under the Existing Credit Agreement and any other “Loan Document” as defined thereinAgreement, LaSalle, as amended and restated by this Agreement and co-administrative agent under the other Loan Documents being executed and delivered on the Closing DateExisting Credit Agreement, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; Agent agree that upon the effectiveness of this Agreement, (iiia) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and restated in the form hereof (and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in except for any way release or impair the rights, duties, Obligations or Liens created pursuant to provision of the Existing Credit Agreement or that by its terms survives any other “Loan Document” as defined therein or affect the relative priorities termination thereof, in each case to the extent in Existing Credit Agreement shall have no further force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrowereffect); (vb) all indemnification obligations of the Loan Parties "Commitments" under the Existing Credit Agreement shall be superseded and any other “Loan Document” replaced by the Commitments hereunder (and, except in its capacity as defined therein shall survive an Issuer or the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the LendersSwing Line Lender, the Former Agent, and any other Person indemnified no "Lender" under the Existing Credit Agreement shall have any obligation to make loans or such other Loan Document at any time prior credit extensions to the Closing DateCompany, or to buy participations therein, in excess of its Commitment, if any, hereunder), without regard to any notice requirement set forth in Section 2.07 of the Existing Credit Agreement; (vic) the Obligations incurred outstanding "Revolving Loans" and participation interests in other credit extensions under the Existing Credit Agreement shallshall be reallocated among the Lenders so that, after giving effect to such reallocation, each Lender has the extent proper principal amount of outstanding on the Closing DateLoans and participation interests in other credit extensions hereunder (giving effect to any fronting arrangements) based upon its reallocated Commitment; (d) after receiving and distributing funds as provided in clause (f)(i) below, continue Bank of America shall cease to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreementhave any obligations in its capacity as administrative agent, and this Agreement LaSalle shall not constitute a substitution or novation of such Obligations or cease to have any of obligations in its capacity as co-administrative agent, under the other rights, duties and obligations of the parties hereunderExisting Credit Agreement; (viie) the executionJPMorgan, delivery and effectiveness in its capacity as Administrative Agent, shall assume all responsibilities for administration of this Agreement as amended and restated; and (f) for convenience in making the reallocations described in clauses (b) and (c) above given the change in Persons acting as administrative agent, (i) the Company shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent pay all amounts outstanding under the Existing Credit Agreement (or other than amounts payable under Section 4.04 of Xxxxx Fargothe Existing Credit Agreement, which shall be (A) calculated as successor Administrative Agent hereunder)if all outstanding Loans under the Existing Credit Agreement were prepaid on the Effective Date rather than reallocated pursuant hereto and (B) paid by the Company to the Persons, nor constitute a waiver of any covenantif any, agreement or obligation entitled thereto) to LaSalle, in its capacity as co-administrative agent under the Existing Credit Agreement (and, acting in such capacity, LaSalle shall distribute such amounts to the "Lenders" under the Existing Credit Agreement, except ) and (ii) each Lender shall deliver to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references Administrative Agent immediately available funds as if it were making new Loans on the Effective Date in the Loan Documents amount required to give effect to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter reallocation described in accordance with the terms of this Agreementclause (c) above.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 2.1, from and after the Closing Date: (i)(Aa) all outstanding “the Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, Loan Commitments shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunderincreased in accordance with the terms hereof; (iib) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on or as of the Closing Date, shall be and remain in full force and effect, as so amendedamended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws relating to the Lenders enforcement of creditors’ rights and the Administrative Agentby general principles of equity (whether considered at law or in equity); (iiic) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the ; provided that any rights, duties and obligations among the BorrowerBorrowers, the Lenders and the Administrative Agent accruing from and after before the Closing DateDate under the Original Credit Agreement and any other Loan Documents shall survive in their entirety unless specifically amended hereunder; (ivd) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified amended hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the BorrowerBorrowers; (ve) all indemnification obligations of the Loan Credit Parties under the Existing Original Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Original Credit Agreement or such any other Loan Document at any time prior to the Closing Date; (vif) the Obligations incurred under the Existing Original Credit Agreement Agreement, including, without limitation, in respect of principal, interest, reimbursement obligations for Letters of Credit, expenses and fees, shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viig) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified amended hereby; and (viiih) any and all references in the Loan Documents to the Existing Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter hereafter; (i) any and all references in accordance with the terms Loan Documents that were executed or delivered on or after the Original Closing Date but prior to the First Restatement Date to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Original Closing Date, and any and all references in the Loan Documents that were executed and delivered on or after First Restatement Date but prior to the date hereof to the “Closing Date” shall, without further action of the parties, be deemed a reference to the First Restatement Date and (j) all security interests created under the Original Credit Agreement and the other Loan Documents executed prior to the date hereof continue to be in full force and effect after giving effect to the consummation of this Agreement.

Effect of Amendment and Restatement. (a) Upon the Restatement Effective Date, this Agreement becoming effective pursuant to Sections 3.1 shall amend, and 3.2restate as amended, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit AgreementAgreement (including any contingent amendments thereto), if any, but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be Revolving Loans outstanding hereunder a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. Upon the Restatement Effective Date, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to release each Existing Mortgaged Property. Notwithstanding the foregoing, (i) the amendments included in the Existing Credit Agreement contained in Section 10.1(d) and (Be) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties amendments relating to the Lenders and extension or refinancing of Tranche B Term Loans with Extended Credits or Refinancing Debt shall become effective upon the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and receipt by the Administrative Agent accruing from of written consent of each affected Tranche B Term Lender and after (ii) the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant amendments to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, contained in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness Section 2.11 of this Agreement shall not operate as a waiver become effective upon the receipt by the Administrative Agent of written consent of the Majority Facility Lenders in respect of the Non-Extended Tranche B Term Facility and the Extended Tranche B Term Facility; provided that, in each case, the agreement of any right, power Tranche B Term Lender to any amendment or remedy modification of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to case of clause (i) above, after the Existing Credit Agreement shallPrior Restatement Effective Date and, without further action in the case of clause (ii) above, after the partiesRestatement Effective Date, be deemed a reference to requiring the Existing Credit Agreementconsent of each affected Lender or such Majority Facility Lenders, as amended and restated by this Agreementrespectively, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance constitute the consent of such Tranche B Term Lender with the terms of this Agreement.respect thereto. 115

Effect of Amendment and Restatement. (a) Upon the execution and delivery of this Agreement becoming effective pursuant to Sections 3.1 and 3.2Agreement, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (Obligations”, as such term is defined in the 2013 Loan Agreement (the “Existing Credit AgreementObligations”), if any, shall be deemed continue to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and but shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) be governed by the terms and conditions set forth in this Agreement. This Agreement does not constitute a novation or repayment of any Existing Obligation. Without limiting the generality of the Existing foregoing, the letters of credit described on Schedule 2.2 shall continue as Letters of Credit outstanding under this Agreement and shall be amended as governed by the terms and conditions set forth herein in this Agreement, as described in more detail in Section 2.2.2(e). The Existing Obligations, together with any and all additional Obligations incurred by Obligors hereunder or under any of the other Loan Documents, shall continue to be secured by all of the pledges and grants of security interests provided in connection with the Original Loan Agreement or the 2013 Loan Agreement (and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) date hereof, shall be secured by all of the pledges and grants of security interests provided in connection with this Agreement shall not and the other Security Documents provided in any way release or impair connection with this Agreement), all as more specifically set forth in this Agreement and the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other Security Documents. Each Borrower hereby reaffirms its obligations under each “Loan Document” ”, as defined therein in the 2013 Loan Agreement (collectively, the “2013 Loan Documents”), to which it is party, as amended, restated, supplemented or affect otherwise modified by this Agreement and by the relative priorities thereof, other Loan Documents delivered on the Closing Date. Each Borrower further agrees that each such 2013 Loan Document shall remain in each case to the extent in full force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive following the execution and delivery of this Agreement and shall continue that all references to the “Loan Agreement” or “Loan and Security Agreement” in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or each such other 2013 Loan Document at any time shall be deemed to refer to this Agreement. Immediately prior to the Closing Date; (vi) effectiveness of this Agreement, all of the Obligations incurred “Revolver Commitments”, as defined in the 2013 Loan Agreement, of JPMorgan Chase Bank, N.A., were assigned to Bank of America, N.A., in its capacity as a “Lender”, as defined in the 2013 Loan Agreement, under the Existing Credit Agreement shall2013 Loan Agreement. The Outstanding Closing Date Revolving Loan Balance is hereby deemed to be assigned by Bank of America, N.A., in its capacity as a “Lender”, as defined in the 2013 Loan Agreement, under the 2013 Loan Agreement, to the extent outstanding on the Closing Date, continue to be outstanding Lenders (as defined herein) under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute reallocated on a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter Pro Rata basis in accordance with the terms of this Agreementtheir respective Revolver Commitments.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 2.1, from and after the Closing Date: (i)(Aa) all the Revolving Loan Commitments shall be adjusted in accordance with the terms hereof, and the "Term Loans" outstanding “Revolving Loans” (as such term is defined in under the Existing Original Credit Agreement), if any, Agreement shall be deemed to be Revolving Loans outstanding hereunder a portion of the Term Loan and (B) there shall be no Swingline Loans continue outstanding hereunder; (iib) all terms and conditions of the Existing Original Credit Agreement and any other “"Loan Document” " as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto to the Lenders and the Administrative Agent; (iiic) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (ivd) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (ve) all indemnification obligations of the Loan Credit Parties under the Existing Original Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Original Credit Agreement or such any other Loan Document at any time prior to the Closing Date; (vie) the Obligations incurred under the Existing Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viif) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiig) any and all references in the Loan Documents to the Existing Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter in accordance with the terms of this Agreementhereafter.

Effect of Amendment and Restatement. (a) Upon the effectiveness of this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 4.01, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (iia) all terms and conditions of the Loan Papers (but excluding the Existing Credit Agreement and any other “Loan Document” as defined therein, as Paper amended and restated by this Agreement and the other Loan Documents being executed and delivered in its entirety on the Closing Date, ) shall be and remain in full force and effect, as so amended, effect and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties Parent, the Borrower and the Borrower's Subsidiaries party thereto to the Lenders and the Administrative Agent; (iiib) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; provided, however, that the financial covenants contained in the Existing Credit Agreement shall be terminated and no longer in effect as of the Closing Date; (ivc) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein Paper or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (vd) all indemnification obligations of the Loan Parties Borrower under the Existing Credit Agreement and any other “Loan Document” as defined therein Papers shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such any other Loan Document at any time prior to the Closing Date; (vie) the Obligations incurred under the Existing Credit Agreement and as modified by this Agreement, shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viif) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; hereby and (viiig) any and all references in the Loan Documents Papers to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter in accordance with the terms of this Agreementhereafter.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 2.1, from and after the Closing Date: (i)(Aa) all of the “Term Loan B” outstanding “Revolving Loans” (as such term is defined in under the Existing Original Credit Agreement), if any, Agreement shall be deemed to be Revolving Loans outstanding Term Loan A hereunder and (B) there shall be no Swingline Loans continue outstanding hereunder; (iib) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto to the Lenders and the Administrative Agent; (iiic) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the ; provided that any rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after before the Closing DateDate under the Original Credit Agreement and any other Loan Documents shall survive in their entirety unless specifically amended hereunder; (ivd) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (ve) all indemnification obligations of the Loan Credit Parties under the Existing Original Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Original Credit Agreement or such any other Loan Document at any time prior to the Closing Date; (vie) the Obligations incurred under the Existing Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viif) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiig) any and all references in the Loan Documents to the Existing Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter hereafter, (h) any and all references in accordance with the terms Loan Documents to the “Closing Date” shall, without further action of the parties, be deemed a reference to the Original Closing Date and (i) all security interests created under the Original Credit Agreement and the other Loan Documents executed and delivered on the Original Closing Date continue to be in full force and effect after giving effect to the consummation of this Agreement.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except 84 as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.

Effect of Amendment and Restatement. (a) Upon this This Agreement becoming effective pursuant to Sections 3.1 is an amendment and 3.2, from and after restatement of the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions provisions of the Existing Credit Agreement and any other “Loan Document” as defined thereinand, as amended and restated by this Agreement and upon the other Loan Documents being executed and delivered on the Closing Dateeffectiveness hereof, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable all obligations of the Loan Parties to Borrowers under the Lenders Existing Credit Agreement shall become obligations of the Borrowers hereunder, and the Administrative Agent; (iii) the terms and conditions provisions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed superseded by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive provisions hereof. Neither the execution and delivery of this Agreement by any Loan Party or any Lender, nor any of the terms or provisions contained herein, shall be construed to be a novation of, or payment on or with respect to, the Indebtedness outstanding under the Existing Credit Agreement. (b) Upon the Restatement Effective Date, the Commitment (as defined in the Existing Credit Agreement) of each Lender (as defined in the Existing Credit Agreement) that does not have a Commitment set forth on Schedule I hereto shall be terminated, and each such Lender (as defined in the Existing Credit Agreement) shall be released from any obligations as a Lender hereunder and under the other Loan Documents (provided for the avoidance of doubt that any obligations of any such lender under the Existing Credit Agreement which by their express terms are deemed to survive any such release or termination shall survive). When counterparts executed by all the parties shall have been lodged with the Administrative Agent (or, in the case of any Lender as to which an executed counterpart shall not have been so lodged, the Administrative Agent shall have received facsimile or other written confirmation from such Lender) and all of the conditions set forth in Section 11 shall have been satisfied, this Agreement shall become effective as of the date hereof, and at such time the Administrative Agent shall notify the Lead Borrower and each Lender. (c) The Loan Parties, the Lenders that are party to the Existing Credit Agreement and Bank of America, N.A., as administrative agent under the Existing Credit Agreement, acknowledge and agree that upon the effectiveness of this Agreement on the Restatement Effective Date, the Existing Credit Agreement shall be superseded by this Agreement, and shall terminate and be of no further force or effect (except that any provision thereof which by its terms survives termination thereof shall continue in full force and effect for the benefit of the Lendersapplicable party or parties), the Former Agent, and all without any other Person indemnified under the Existing Credit Agreement or such other Loan Document at action by any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.Person. 15.14

Effect of Amendment and Restatement. The parties hereto acknowledge and agree, however, that (ai) Upon this Agreement becoming effective pursuant and all other Transaction Documents executed and delivered herewith do not constitute a novation, repayment and reborrowing or termination of the obligations under the Original Securities Purchase Agreement or the Initial Notes, (ii) such obligations are in all respects continuing and outstanding, and (iii) the Liens securing the obligations under the Original Securities Purchase Agreement and the Initial Notes are in all respects continuing and in full force and effect with respect to Sections 3.1 all Obligations hereunder and 3.2, from and after under the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined Notes. All references in the Existing Credit Agreement), if any, Transaction Documents to the Securities Purchase Agreement shall be deemed to be Revolving Loans outstanding hereunder a reference to this Agreement. Agent and Holders reserve all of their rights with respect to Companies’ non-compliance with the Post-Closing Items except that Agent and Holders agree that Parent shall not be required to issue any Shares of Commons Stock in addition to the 750,000 Shares of Common Stock to be issued on the Restatement Closing Date as contemplated by this Agreement in connection with the failure to satisfy the requirements of item 4 of Schedule 1 to the Post-Closing Obligations Letter within the times specified in he Post-Closing Obligations Letter. Notwithstanding the provisions of the Joinder Agreement dated July 7, 2008 among the parties hereto, Eligible Accounts Receivable of CCSI may be included in the Borrowing Base provided that until Companies shall cause all existing (Bi) there shall be no Swingline Loans outstanding hereunder; agreements pursuant to which CCSI sells or has sold any receivables or other rights to payments to Xxxxxx Micro, Inc. or any of its affiliates (collectively, “Xxxxxx”), (ii) all terms security agreements of CCSI in favor Xxxxxx and conditions (iii) all UCC financing statements naming CCSI as debtor in favor of Xxxxxx to, in each case, to either be (A) released and terminated, or (B) amended and subordinated in a manner satisfactory to Agent, Accounts arising in connection with any arrangement with Xxxxxx, whether as a result of CCSI’s sale of Inventory provided by Xxxxxx or otherwise, shall be ineligible accounts and the amount of the Existing Credit Agreement Companies’ payables to Xxxxxx shall be reserved against the Borrowing Base. On and any other “Loan Document” as defined therein, as amended and restated by this Agreement and after the other Loan Documents being executed and delivered on the Restatement Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties all Inventory that was previously subject to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Consignment Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references included in the Loan Documents Borrowing Base subject to satisfying the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreementcriteria for Eligible Inventory at all applicable times.

Effect of Amendment and Restatement. (a) Upon the effectiveness of this Agreement becoming effective pursuant to Sections 3.1 and 3.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties Date pursuant to the Lenders and the Administrative Agent; Section 5.01: (iiia) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among between the BorrowerLenders, the Lenders and Agent, the Administrative Agent and Borrower accruing from and after the Closing Date; (ivb) this all "Revolving Loans" and "Line of Credit Loans" outstanding under the Original Credit Agreement shall not in any way release or impair the rightsbe deemed to be Revolving Loans and Line of Credit Loans, dutiesrespectively, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borroweroutstanding under this Agreement; (vc) all indemnification obligations of the Loan Parties Borrower under the Existing Original Credit Agreement and any other “Loan Document” Documents (as defined therein in the Original Credit Agreement) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, Lenders and any other Person indemnified under the Existing Original Credit Agreement or such any other Loan Document (as defined in the Original Credit Agreement) at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viid) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders Agent, the Administrative Agent or the Former Agent Lenders under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, covenant agreement or obligation is no longer set forth herein or is modified hereby; and (viiie) any and all references in the Loan Documents to the Existing Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter in accordance with the terms of this Agreementhereafter.

Effect of Amendment and Restatement. Upon the effectiveness of this Agreement pursuant to Section 2.1: (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Loan Documents (including, without limitation, the Notes, but excluding the Prior Credit Agreement and any other “Loan Document” as defined therein, as Document amended and restated by this Agreement and the other Loan Documents being executed and delivered in its entirety on the Closing Date, ) shall be and remain in full force and effect, as so amended, effect and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto to the Lenders and the Administrative Agent; (iiib) the terms and conditions of the Existing Prior Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (ivc) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Prior Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (vd) all indemnification obligations of the Loan Credit Parties under the Existing Prior Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Prior Credit Agreement or such any other Loan Document at any time prior to the Closing Date; (vie) the Obligations incurred under the Existing Prior Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viif) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Prior Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Prior Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiig) any and all references in the Loan Documents to the Existing Prior Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Prior Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter in accordance with the terms of this Agreementhereafter.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2On the Effective Date, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, Facilities shall be deemed to be Revolving Loans outstanding hereunder amended and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms restated in their entirety as set forth herein. This Agreement has been given in renewal, extension, rearrangement and conditions increase, and not in extinguishment of the obligations under the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement Facilities and the notes and other Loan Documents being executed documents related thereto. This Agreement does not constitute a novation of the obligations and delivered on liabilities under the Closing DateExisting Credit Facilities or evidence repayment of any such obligations and liabilities. Additionally, shall be the substantive rights and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of parties hereto shall be governed by this Agreement, rather than the Existing Credit Agreement shall be amended as set forth herein andFacilities. Without limitation of any of the foregoing, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iva) this Agreement shall not in any way release or impair the rights, duties, Secured Obligations or Liens created pursuant to (as defined in the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case Facilities) to the extent in force and effect thereunder as of the Closing Date, Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Secured Obligations and Liens are assumed, ratified and affirmed by the BorrowerParent, the Borrower and each of the Guarantors; (vb) all indemnification obligations of the Loan Parties Parent and the Borrower and each of the Guarantors under the Existing Credit Agreement and any other “Loan Document” as defined therein Facilities shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, Lenders (as defined in the Former Agent, Existing Credit Facilities) and any other Person indemnified under the Existing Credit Agreement or such other Loan Document Facilities at any time prior to the Closing Effective Date; (vic) the Secured Obligations incurred under the Existing Credit Agreement Facilities shall, to the extent outstanding on the Closing Effective Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations Debt or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiid) any and all references in the Loan Documents to the Existing Credit Agreement shallFacilities in any of the Loan Documents shall (as defined in the Existing Credit Facilities), without further action of the parties, be deemed a reference to the Existing Credit AgreementFacilities, as amended and restated by this Agreement, and as this Agreement shall be further amended, modifiedrestated, supplemented or otherwise modified from time to time, and any and all references to the “Loan Documents” (as defined in the Existing Credit Facilities) in any such Loan Documents shall be deemed a reference to the Loan Documents under the Existing Credit Facilities, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time. [Credit Agreement] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. PARENT:SUNDANCE ENERGY AUSTRALIA LIMITED By: __________________________________ Name:Xxxxx X. Xxxxxxxx Title:Chief Financial Officer BORROWER:SUNDANCE ENERGY, INC. By: __________________________________ Name:Xxxxx X. Xxxxxxxx Title:Chief Financial Officer Signature Page Amended and Restated Credit Agreement ADMINISTRATIVE AGENT: XXXXXX XXXXXXX ENERGY CAPITAL INC., as Administrative Agent By: __________________________________ Name:Xxxxxx Xxxxxx Title:Vice President Signature Page Amended and Restated Credit Agreement LENDER: XXXXXX XXXXXXX CAPITAL GROUP INC., as a Lender By: __________________________________ Name:Xxxxxx Xxxxxx Title:Vice President Signature Page Amended and Restated Credit Agreement LENDER: [___________________________], as a Lender By: __________________________________ Authorized Officer Signature Page Amended and Restated Credit Agreement ANNEX I LIST OF COMMITMENTS Name of Lender Applicable Percentage Commitment AG ENERGY FUNDING, LLC 30.000000000% $75,000,000.00 AMISSIMA DIVERSIFIED INCOME ICAV 2.000000000% $5,000,000.00 APOLLO XXXXXXXX CREDIT FUND, L.P. 2.989600000% $7,474,000.00 APOLLO TACTICAL VALUE SPN INVESTMENTS, L.P. 7.624000000% $19,060,000.00 APOLLO TOWER CREDIT FUND, L.P. 4.955600000% $12,389,000.00 APOLLO KINGS ALLEY CREDIT FUND, L.P. 1.916400000% $4,791,000.00 APOLLO UNION STREET PARTNERS, L.P. 1.514400000% $3,786,000.00 APOLLO ATLAS MASTER FUND, LLC 4.000000000% $10,000,000.00 APOLLO TR OPPORTUNISTIC LTD 1.754000000% $4,385,000.00 APOLLO TR ENHANCED LEVERED YIELD LLC 1.000000000% $2,500,000.00 ARES CAPITAL CORPORATION 24.283402680% $60,708,506.70 ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES OF SALI MULTI-SERIES FUND, L.P. 0.182078128% $455,195.32 ARES DIRECT FINANCE I LP 1.134519192% $2,836,297.98 BAYLOR COLLEGE OF MEDICINE 0.158400000% $396,000.00 BLACKGOLD OPPORTUNITY FUND LP 3.257200000% $8,143,000.00 BLACKGOLD OPPORTUNITY FUND II LP 0.069200000% $173,000.00 BLACKGOLD PRIVATE ENERGY PARTNERS LP 0.234400000% $586,000.00 BLACKGOLD PRIVATE ENERGY PARTNERS II LP 2.197200000% $5,493,000.00 CION ARES DIVERSIFIED CREDIT FUND 0.400000000% $1,000,000.00 Exhibit A 001975-0004-25539144.3 XXXXXX XXXXXXX CAPITAL GROUP INC. 7.000000000% $17,500,000.00 MINION TRAIL LTD 0.083600000% $209,000.00 MPI (LONDON) LIMITED 0.246000000% $615,000.00 MT. WHITNEY SECURITIES, LLC 1.000000000% $2,500,000.00 TRANQUILIDADE DIVERSIFIED INCOME ICAV 2.000000000% $5,000,000.00 TOTAL: 100.000000000% $ 250,000,000.00 Exhibit A EXHIBIT A FORM OF NOTE [ ], 20[ ] FOR VALUE RECEIVED, SUNDANCE ENERGY, INC., a Colorado Corporation, (the “Borrower”), hereby promises to pay to [Ÿ] (the “Lender”), at the principal office of Xxxxxx Xxxxxxx Energy Capital Inc. (the “Administrative Agent”), the principal sum equal to the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement (as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, interest rate and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be recorded by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect the Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by the Lender of this Note. This Note is one of the Notes referred to in the Amended and Restated Term Loan Credit Agreement dated as of April 23, 2018 among the Parent, the Borrower, the Administrative Agent, and the lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Amended and Restated Term Loan Credit Agreement, as the same may be amended, restated, amended and restated, modified, or otherwise supplemented from time hereafter to time, the “Credit Agreement”). Capitalized terms used in accordance with this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. If this Note is placed into the hands of an attorney for collection after default, or if all or any part of the indebtedness represented hereby is proved, established or collected in any court or in any bankruptcy, receivership, debtor relief, probate or other court proceedings, the Borrower agrees to pay all fees and expenses to the holder hereof as and to the extent required by the Credit Agreement in addition to the principal and interest payable hereunder. THIS NOTE SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SUNDANCE ENERGY, INC. By: Name: Title: Exhibit A EXHIBIT B FORM OF BORROWING REQUEST [ ], 20[ ] Sundance Energy, Inc., a Colorado corporation, (the “Borrower”), pursuant to Section 2.03 of the Amended and Restated Term Loan Credit Agreement dated as of April 23, 2018 (together with all amendments, restatements, amendments and restatements, supplements or other modifications thereto, the “Credit Agreement.”) among the Parent, the Borrower, Xxxxxx Xxxxxxx Energy Capital Inc., as Administrative Agent and the lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 3.1, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (iia) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” Document other than the Security Documents (as defined thereinin the Existing Credit Agreement), as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties party thereto to the Lenders and the Administrative Agent; (iiib) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (vc) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and or any other “Loan Document” Document (as defined therein in the Existing Credit Agreement) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vid) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiie) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter hereafter; (f) all Liens securing Indebtedness under the Existing Credit Agreement shall be released; (g) the Borrower shall be authorized to file Uniform Commercial Code termination statements, terminating UCC financing statements that name the Administrative Agent as secured party and any Loan Party as debtor; and (h) the Administrative Agent shall execute and deliver to the Borrower, at the request and expense of Borrower, such other documents, instruments and releases as the Borrower may reasonably request (all of which shall be prepared by Borrower, without recourse or warranty to the Administrative Agent and otherwise in accordance with form and substance reasonably satisfactory to the terms Administrative Agent) in order to evidence or give public notice of this Agreementsuch lien terminations and releases.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 2.1, from and after the Closing Date: (i)(Aa) all outstanding the Revolving Credit Commitments shall be decreased in accordance with the terms hereof, and the “Revolving Cap Ex Loans” (as such term is defined in outstanding under the Existing Original Credit Agreement), if any, Agreement shall be deemed to be Revolving Loans outstanding hereunder a portion of the Term Loan and (B) there shall be no Swingline Loans continue outstanding hereunder; (iib) all terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties party thereto to the Lenders and the Administrative Agent; (iiic) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (ivd) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” as defined therein Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (ve) all indemnification obligations of the Loan Credit Parties under the Existing Original Credit Agreement and any other “Loan Document” as defined therein Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Original Credit Agreement or such any other Loan Document at any time prior to the Closing Date; (vie) the Obligations incurred under the Existing Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viif) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiig) any and all references in the Loan Documents to the Existing Original Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented amended or amended and restated from time to time hereafter and (h) any and all references in accordance with any Loan Document which is not being amended and restated on the terms date hereof to the “Closing Date” shall, without further action of this Agreementthe parties, be deemed a reference to the Original Closing Date.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective at the Effective Time pursuant to Sections 3.1 the terms of the Reaffirmation and 3.2Omnibus Amendment Agreement, from and after the Closing Datesuch Effective Time: (i)(Aa) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, portion of the Restated Amount held by each Lender shall be deemed to be Revolving Loans an Initial Term Loan outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunderunder the Credit Agreement in an amount equal to such Lender’s Pro Rata Share of the Restated Amount; (iib) all the terms and conditions of the Existing Original Credit Agreement and any other “Loan Document” Transaction Documents (as defined therein, as in the Resignation Agreement) shall be deemed to be amended and restated by the Credit Agreement, this Agreement, the Reaffirmation and Omnibus Amendment Agreement and the other Loan Transaction Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (vc) all indemnification obligations of the Loan Parties under the Existing Original Credit Agreement and any other “Loan Document” Transaction Documents (as defined therein in the Resignation Agreement) in favor of the Agent and the Lenders shall survive the execution and delivery of this the Reaffirmation and Omnibus Amendment Agreement and shall continue in full force and effect for the benefit of the Lenders, Agent and the Former Agent, Lenders and any other Person indemnified under the Existing indemnification provisions of the Credit Agreement or such other Loan Document at any time prior to the Closing DateAgreement; (vid) the Obligations obligations incurred under the Existing Original Credit Agreement and Transaction Documents (as defined in the Resignation Agreement) in respect of the Original Loans and any accrued and unpaid interest in respect thereto included in the Restated Amount shall, to the extent outstanding on the Closing Date, continue to be outstanding under this the Credit Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this the Credit Agreement, and this the Credit Agreement shall constitute an amendment and restatement but shall not constitute a substitution or novation of such Obligations obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebythereunder; and (viiie) any the grant of the security interests under the Original Credit Agreement and all references the obligations related thereto shall continue, and shall in the Loan Documents no event be deemed released, terminated, extinguished, discharged or otherwise satisfied hereby (other than pursuant to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreementterms hereof), and as this Agreement under no circumstances constitutes a substitution or novation but rather an amendment and restatement, but shall hereafter be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with governed by the terms of this Agreement.. Exhibit E CONDITIONS PRECEDENT TO THE EFFECTIVE TIME AND POST-CLOSING DELIVERABLES [Exhibit omitted pursuant to Item 601(a)(5) of Regulation S-K.]

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 5.1., from and after the Closing Effective Date: (i)(Ai) all outstanding “Revolving Loans” the Term Loans (as such term is defined in the Existing Credit Agreement), if any, ) shall be deemed to be Revolving Term Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunderas the same have been reallocated after giving effect to this Agreement); (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Effective Date, shall be and remain in full force and effect, as so amendedamended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended and restated as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among Parent, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent accruing from and after the Closing Effective Date; (iv) this Agreement shall not in any way release or impair the rights, duties, duties or Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Effective Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Effective Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Effective Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.

Effect of Amendment and Restatement. (a) Upon the effectiveness of this Master Agreement becoming effective pursuant to Sections 3.1 and 3.2, from and after the Closing Datedate hereof: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iiia) the terms and conditions of the Existing Credit Master Agreement shall be amended as set forth herein and, and as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (ivb) neither this Master Agreement nor any of the other Operative Documents shall not in any way release or impair the rights, duties, Obligations obligations or Liens created pursuant to the Existing Credit Master Agreement or any other “Loan Document” Operative Document (as defined therein therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, dater hereof and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations obligations and Liens are assumed, ratified and affirmed by the BorrowerLessee and the Guarantor; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vic) the Obligations incurred under the Existing Credit Master Agreement and the other Operative Documents (as such term is defined in the Existing Master Agreement (the "Existing Operative Documents")) shall, to the extent outstanding on the Closing Datedate hereof, continue to be outstanding under this Master Agreement and the other Operative Documents and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this AgreementMaster Agreement and the other Operative Documents, and this Master Agreement and the other Operative Documents shall not constitute a refinancing, substitution or novation of such Obligations obligations or any of the other rights, duties and obligations of the parties hereunderhereunder or under the other Operative Documents; (viid) the execution, delivery and effectiveness of this Master Agreement and the other Operative Documents shall not operate as a waiver of any right, power or remedy of the Lenders Funding Parties or the Former Agent under the Existing Credit Master Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)and the other Existing Operative Documents, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit AgreementMaster Agreement or the other Existing Operative Documents, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiie) any and all references in the Loan Documents to the Existing Credit Master Agreement or any other Existing Operative Document in each and every Existing Operative Document shall, without further action of the parties, be deemed a reference to this Master Agreement or the Existing Credit Agreement, as amended and restated by this Agreementcorresponding Operative Document, and as this Master Agreement or such Operative Documents shall be further amended, modifiedrestated, supplemented or amended and restated otherwise modified from time to time hereafter in accordance with the terms of this Agreementtime.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 6.1 and 3.26.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder, (B) all outstanding “Swingline Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Swingline Loans outstanding hereunder, (C) each outstanding “Letter of Credit” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be a Letter of Credit issued and outstanding hereunder and (BD) there all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be no Swingline deemed to be Term Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Credit Document” as defined therein, as amended and restated by this Agreement and the other Loan Credit Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Credit Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Credit Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Credit Parties under the Existing Credit Agreement and any other “Loan Credit Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Credit Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Credit Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.

Effect of Amendment and Restatement. (a) Upon the effectiveness of this Agreement becoming effective pursuant to Sections 3.1 and 3.2Section 6.01, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iiia) the terms and conditions of the Existing Original Credit Agreement Agreement, as amended by the August 18, 2000 Amendment and Restatement, shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the BorrowerBorrowers, the Lenders and the Administrative Agent accruing from and after the Closing Date; (ivb) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement Agreement, as amended by the August 18, 2000 Amendment and Restatement, or any other “Loan Document” Credit Document (as defined therein therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the BorrowerBorrowers; (vc) all indemnification obligations of the Loan Parties Borrowers under the Existing Original Credit Agreement Agreement, as amended by the August 18, 2000 Amendment and Restatement, and any other “Loan Document” Credit Documents (as defined therein therein) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Administrative Agent, and any other Person indemnified under the Existing Original Credit Agreement Agreement, as amended by the August 18, 2000 Amendment and Restatement, or such any other Loan Document (as defined therein) at any time prior to the Closing Date; , (vid) the Obligations incurred under the Existing Original Credit Agreement Agreement, as amended by the August 18, 2000 Amendment and Restatement, shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (viie) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Original Credit Agreement (or of Xxxxx FargoAgreement, as successor Administrative Agent hereunder)amended by the August 18, 2000 Amendment and Restatement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, as amended by the August 18, 2000 Amendment and Restatement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiif) any and all references in the Loan Documents to the Existing Original Credit Agreement in each and every Collateral Document and all other Credit Documents shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended by the August 18, 2000 Amendment and Restatement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modifiedrestated, supplemented or amended and restated otherwise modified from time to time hereafter in accordance with the terms of this Agreementtime.

Effect of Amendment and Restatement. Upon the satisfaction of the conditions precedent set forth in Section 4.02: (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended and restatedamended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (ivb) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other “Loan Document” Document (as defined therein therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens as so modified are assumed, ratified and affirmed by each of the Borrower, Overnite and the Loan Parties; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vic) the Obligations incurred under the Existing Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or of any of the other rights, duties and obligations of the parties hereunder; (viid) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Administrative Agent under the Existing Original Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder)Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viiie) any and all references in the Loan Documents to the Existing Original Credit Agreement in each and every Loan Document and Security Document shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modifiedrestated, supplemented or amended and restated otherwise modified from time to time hereafter in accordance with the terms of this Agreementtime.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2, from and after the Closing Date: (i)(A) all outstanding “Revolving Loans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Administrative Agent; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by 90 the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement.

Effect of Amendment and Restatement. (a) Upon this Agreement becoming effective pursuant to Sections 3.1 and 3.2, from and after On the Closing Date: , upon the satisfaction or waiver of the conditions set forth in Section 3 hereof, the indebtedness, obligations and other liabilities (i)(Aincluding, without limitation, interest and fees accrued to the Closing Date) all outstanding “Revolving Loans” governed by the Second Amended Loan Agreement (as such term is defined collectively, the "Prior Obligations") shall continue to be in the Existing Credit Agreement)full force and effect, if any, but shall be deemed to be Revolving Loans outstanding hereunder and (B) there shall be no Swingline Loans outstanding hereunder; (ii) all governed by the terms and conditions set forth in this Agreement. The provisions in the Second Amended Loan Agreement relating to security and collateral matters shall also continue to be in full force and effect, but shall be governed by the terms and conditions set forth in the Guaranty and Security Agreement. The provisions in the Guarantee dated as of September 22, 2004 executed by Parent in favor of Agent shall also continue to be in full force and effect, but shall be governed by the Existing Credit Agreement terms and conditions set forth in the Guaranty and Security Agreement. The Prior Obligations, together with any other “Loan Document” as defined therein, as amended and restated all additional Obligations incurred by this Agreement Borrower and Parent hereunder or under any of the other Loan Documents being executed Documents, shall continue to be secured by all of pledges and delivered grants of Liens provided in connection with the Second Amended Loan Agreement and related agreements, instruments and documents (and, on and after the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations secured by all of the Loan Parties to pledges and grants of Liens provided in connection with this Agreement, the Lenders Guaranty and Security Agreement and the Administrative Agent; (iii) the terms other Loan Documents). Each of Borrower and conditions of the Existing Credit Agreement shall be amended as set forth herein andParent hereby reaffirms, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Lenders and the Administrative Agent accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except its obligations under each Financing Agreement (as defined in the Original Loan Agreement, collectively, the "Original Financing Agreements") to which it is party, as amended, supplemented or otherwise modified hereby or by documents, instruments (i) the First Amended Loan Agreement and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrower; other Financing Agreements (vas defined in the First Amended Loan Agreement, collectively, the "Amended Financing Agreements"), (ii) all indemnification obligations of the Second Amended Loan Parties under the Existing Credit Agreement and any by the other “Loan Document” Financing Agreements (as defined therein in the Second Amended Loan Agreement; collectively the "Existing Financing Agreements") and (iii) this Agreement, the Guaranty and Security Agreement and by the other Loan Documents delivered on or before the Closing Date. Each of Borrower and Parent further agrees that each such Original Financing Agreement, each such Amended Financing Agreement and each such Existing Financing Agreement shall survive remain in full force and effect following the execution and delivery of this Agreement and the occurrence of the Closing Date, and that all references to the "Loan and Security Agreement" in such Original Financing Agreements, Amended Financing Agreements or Existing Financing Agreements shall thereafter be deemed to refer to this Agreement and/or the Guaranty and Security Agreement, as the context requires. The execution and delivery of this Agreement and the Guaranty and Security Agreement, and the occurrence of the Closing Date, shall constitute an amendment, replacement and restatement, but not a novation or repayment, of the Prior Obligations, which Prior Obligations shall continue in full force and effect for the benefit of the Lenders, the Former Agent, and any other Person indemnified under the Existing Credit Agreement or such other Loan Document at any time prior to the Closing Date; (vi) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied governed by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Former Agent under the Existing Credit Agreement (or of Xxxxx Fargo, as successor Administrative Agent hereunder), nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this AgreementAgreement on and after the Closing Date.