Common use of Effect of Amendment and Restatement Clause in Contracts

Effect of Amendment and Restatement. This Agreement shall, except as otherwise expressly set forth herein, supersede the Second Restated Credit Agreement from and after the Third Restatement Date with respect to the Loans outstanding under the Second Restated Credit Agreement as of the Third Restatement Date. The Schedules and Exhibits to the Second Restated Credit Agreement (other than any such Schedule or Exhibit that is expressly amended and restated pursuant to the Fourth Amendment Agreement) shall be deemed to be Schedules and Exhibits, respectively, to this Agreement, and any references in such Schedules and Exhibits to the First Restated Credit Agreement or Second Restated Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Second Restated Credit Agreement) and the other Loan Documents as in effect prior to the Third Restatement Date and (b) such Obligations are in all respects continuing with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in the Second Restated Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations and (ii) all references in the other Loan Documents to the First Restated Credit Agreement or Second Restated Credit Agreement shall be deemed to refer without further amendment to this Agreement.

Effect of Amendment and Restatement. This Agreement shallOn the Closing Date, except as otherwise expressly set forth herein, supersede the Second Restated Existing Credit Agreement from and after the Third Restatement Date with respect to the Loans outstanding under the Second Restated Credit Agreement as of the Third Restatement Date. The Schedules Guarantee and Exhibits to the Second Restated Credit Collateral Agreement (other than any such Schedule or Exhibit that is expressly amended and restated pursuant to as defined in the Fourth Amendment Existing Credit Agreement) shall be deemed to be Schedules amended, restated and Exhibits, respectively, to this Agreementsuperseded in their entirety, and any references the Mortgages and Canadian Collateral Documents (as such terms are defined in such Schedules and Exhibits to the First Restated Existing Credit Agreement or Second Restated Credit Agreement shall be deemed to refer without further amendment to this Agreement) are 117 being amended and/or affirmed as provided herein. The parties hereto acknowledge and agree, however, agree that (a) this Agreement and all the other Loan Documents Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing novation or termination of the Obligations obligations of the Loan Parties (under and as defined in the Second Restated Existing Credit Agreement) and under the other Loan Documents Existing Credit Agreement as in effect prior to the Third Restatement Date and Closing Date; (b) such Obligations obligations are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that Agreement; (ic) the liens Liens, guarantees and security interests as granted under the Security Documents (as defined in favor of the Collateral Agent for the benefit of the Secured Parties this Agreement) securing payment of the Obligations (under and as defined in the Second Restated Credit Agreement) such obligations are in all respects continuing and in full force and effect and secure the payment of the obligations of the Loan Parties under (and as defined) in this Agreement; and (d) upon the effectiveness of this Agreement, all loans outstanding under the Existing Credit Agreement immediately before the effectiveness of this Agreement will be continued as Loans hereunder or will be repaid in accordance with the Existing Credit Agreement on the Closing Date and reborrowed hereunder as provided herein, and, except as provided herein with respect to the Specified Acceptances, all Obligations outstanding letters of credit and (ii) all references in bankers' acceptances under the other Loan Documents to the First Restated Existing Credit Agreement or Second Restated will be continued as Letters of Credit Agreement shall be deemed to refer without further amendment to and Acceptances, respectively, hereunder, in each case on the terms and conditions set forth in this Agreement.. 118

Effect of Amendment and Restatement. This Agreement shall, except as otherwise expressly set forth herein, supersede The Borrowers and the Second Restated Credit Agreement from and after the Third Restatement Date with respect to the Loans outstanding under the Second Restated Credit Agreement as of the Third Restatement Date. The Schedules and Exhibits to the Second Restated Credit Agreement (other than any such Schedule or Exhibit that is expressly amended and restated pursuant to the Fourth Amendment Agreement) shall be deemed to be Schedules and Exhibits, respectively, to this Agreement, and any references in such Schedules and Exhibits to the First Restated Credit Agreement or Second Restated Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto Lenders acknowledge and agree, however, agree that (ai) this Agreement and all other Loan Documents the documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing reborrowing, or termination of the Obligations ("Revolving Loan Obligations" under the Third Amended and as defined in the Second Restated Credit Agreement) and the other Loan Documents Agreement as in effect prior to the Closing Date (except with respect to the Cusco Revolving Loan which is being repaid and the facility relating thereto is being terminated concurrently herewith) or a novation, payment and reborrowing of the Term Loans under the Third Restatement Date Amended and Restated Loan Agreement as in effect prior to the Closing Date, (bii) such the Revolving Loan Obligations are in all respects continuing enforceable with only the terms thereof being modified as provided in by this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that Agreement, (iiii) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties Lenders securing payment of the Revolving Loan Obligations (and the Term Loan Obligations under and as defined in the Second Amended and Restated Credit Agreement) Loan Agreement and the Third Amended and Restated Loan Agreement are in all respects continuing and in full force and effect with respect to all the Obligations hereunder and (iiiv) all references to the "Loan Agreement", the "Second Amended and Restated Loan Agreement", or the "Third Amended and Restated Loan Agreement" in the other Financing Agreements executed and delivered in connection with the Second Amended and Restated Loan Documents to the First Restated Credit Agreement or Second the Third Amended and Restated Credit Loan Agreement shall be deemed to refer without further amendment to this Agreement as this agreement may be further amended or modified in accordance with its terms. The security interest in, lien upon and/or conditional assignment of rights and interest of the Company or the Original Borrowers granted to the Agent pursuant to the Financing Agreements delivered in connection with the Amended and Restated Loan Agreement, the Second Amended and Restated Loan Agreement and the Third Second Amended and Restated Loan Agreement are hereby ratified and shall continue from and after the date hereof and such agreements, including without limitation, the Security Agreement dated as of March 4, 1991 by and between the Company and SBCC as Amended by Amendment No. 1 thereto on May 26, 1994 (other than with respect to Collateral of WQD specifically released by the Agent pursuant to Amendment No. 2 thereto dated as of August 16, 1995); the General Security Agreement dated as of March 4, 1991 by and between Cusco and SBCC as Amended by Amendment No. 1 thereto on May 26, 1994; the Assignment of Accounts dated as of March 4, 1991 by and between Cusco and SBCC as Amended by Amendment No. 1 thereto on May 26, 1994; the Company Stock Pledge Agreement dated as of March 4, 1991 between the Company and SBCC as Amended by Amendment No. 1 thereto on May 26, 1994; the Assignment of Patents, Trademarks and Licenses dated March 4, 1991 by WQD in favor of SBCC as Amended by Amendment No. 1 thereto on May 26, 1994; the Assignment of Patents, Trademarks and Licenses dated March 4, 1991 by Cusco in favor of SBCC as Amended by Amendment No. 1 thereto on May 26, 1994; the Assignment of Patents, Trademarks and Licenses dated March 4, 1991 by IRS in favor of SBCC as Amended by Amendment No. 1 thereto on May 26, 1994; and the Assignment of Representations and Warranties under the Acquisition Documents of the Company and each of the Original Borrowers to SBCC dated March 4, 1991, as the same may have been or may contemporaneously herewith be amended, shall remain in full force and effect from and after the date hereof.

Effect of Amendment and Restatement. This Agreement shall, except as otherwise expressly set forth herein, supersede the Second Restated Existing Credit Agreement from and after the Third Restatement Date with respect to the Loans outstanding under the Second Restated Existing Credit Agreement as of the Third Restatement Date. The Schedules and Exhibits to the Second Restated Credit Agreement (other than any such Schedule or Exhibit that is expressly amended and restated pursuant to the Fourth Amendment Agreement) to the Existing Credit Agreement shall be deemed to be Schedules and Exhibits, respectively, to this Agreement, and any references in such Schedules and Exhibits to the First Restated Credit Agreement or Second Restated Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Second Restated Existing Credit Agreement) and the other Loan Documents as in effect prior to the Third Restatement Date except as expressly provided for in the Amendment Agreement and (b) such Obligations are in all respects continuing with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in the Second Restated Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations and (ii) all references in the other Loan Documents to the First Restated Credit Agreement or Second Restated Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement.

Effect of Amendment and Restatement. This Agreement shall, except as otherwise expressly set forth herein, supersede the Second Restated Credit Agreement from and after the Third Restatement Date with respect to the Loans outstanding under the Second Restated Credit Agreement as of the Third Restatement Date. The Schedules and Exhibits to the Second Restated Credit Agreement (other than any such Schedule or Exhibit that is expressly amended and restated pursuant to the Fourth Amendment Agreement) shall be deemed to be Schedules and Exhibits, respectively, to this Agreement, and any references in such Schedules and Exhibits to the First Restated Credit Agreement or Second Restated Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination As of the Obligations Closing Date, “Revolving Loans” (under and as defined in the Second Restated Existing Credit Agreement) and “Revolving Commitments” (as defined in the Existing Credit Agreement) immediately prior to the Closing Date shall automatically, without any action on the part of any Person, be designated for all purposes of this Agreement and the other Loan Documents as Revolving Credit Commitments. The Administrative Agent shall mark the Register accordingly to provide for such designation of the existing loans that are “Revolving Loans” (as defined in effect prior to the Third Restatement Date Existing Credit Agreement) and “Revolving Commitments” (bas defined in the Existing Credit Agreement) such Obligations are in all respects continuing with only among the terms being modified as provided Lenders in this Agreement according to their proportionate shares thereof, as applicable. On the Closing Date, the commitments of each such Exiting Lender shall be terminated, all outstanding amounts due under the Existing Credit Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that Documents (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in the Second Restated Existing Credit Agreement) are to such Exiting Lender on the Closing Date shall be paid in all respects continuing full, and in full force and effect with respect each Exiting Lender (i) shall cease to all Obligations be a Lender under the Existing Credit Agreement and (ii) all references in the other Loan Documents to the First Restated Credit Agreement or Second Restated Credit shall not be a Lender under this Agreement, and each Lender under this Agreement shall be not have been deemed to refer without further amendment to this assume the commitments of the Lenders under the Existing Credit Agreement.

Effect of Amendment and Restatement. This Agreement shallis an amendment and restatement of the terms and provisions of the Existing Credit Agreement. The indebtedness of the Borrower outstanding under the Existing Credit Agreement and the Notes outstanding thereunder immediately prior to the effectiveness hereof ("Restatement Effective Time") is called the "Existing Indebtedness". Neither the execution and delivery of this Agreement by the Borrower or any Lender, except as otherwise expressly set forth nor any of the terms or provisions contained herein, supersede the Second Restated Credit Agreement from and after the Third Restatement Date shall be construed (i) other than as specifically contemplated by Section 3.1(m) hereof, to be a payment on or with respect to the Loans outstanding under Existing Indebtedness or any accrued interest thereon or (ii) to release, terminate or otherwise adversely affect all or any part of any lien, claim or right or security interest heretofore granted to or retained by the Second Restated Credit Agreement as Administrative Agent with respect to any Collateral. Without limiting the foregoing, the Borrower and each of its Subsidiaries hereby ratifies and confirms each Loan Document to which such Person is a party including without limitation the Third Restatement Date. The Schedules Subsidiary Guaranties and Exhibits to the Second Restated Credit Agreement (other than any such Schedule or Exhibit that is expressly amended and restated grant of a security interest pursuant to the Fourth Amendment Agreement) shall be deemed to be Schedules and Exhibitsto, respectively, to this Agreement, and any references in such Schedules and Exhibits to the First Restated Credit Agreement or Second Restated Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed terms and delivered herewith do not constitute a novationprovisions of, payment and reborrowing or termination the Collateral Documents. Notwithstanding any provision of this Agreement to the contrary, all LIBOR Advances which are outstanding at the Restatement Effective Time (each an "Existing LIBOR Borrowing") shall continue to be maintained by the Lenders until the last day of the Obligations current Interest Period therefor (under and as defined in except to the Second Restated Credit Agreement) and extent prepaid or converted by the other Loan Documents as in effect Borrower prior to the Third Restatement Date and (b) such Obligations are in all respects continuing with only the terms being modified as provided in this Agreement and the other Loan Documentsdate). The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in the Second Restated Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations and (ii) all references in the other Loan Documents to the First Restated Credit Agreement or Second Restated Credit Agreement shall be deemed to refer without further amendment to this Agreement.================================================================================ REMAINDER OF PAGE LEFT INTENTIONALLY BLANK ================================================================================ 95 101

Effect of Amendment and Restatement. This Agreement shall, except as otherwise expressly set forth herein, supersede the Second First Restated Credit Agreement from and after the Third Second Restatement Date with respect to the Loans outstanding under the Second First Restated Credit Agreement as of the Third Second Restatement Date. The Schedules and Exhibits to the Second First Restated Credit Agreement (other than any such Schedule or Exhibit that is expressly amended and restated pursuant to the Fourth Second Amendment Agreement) shall be deemed to be Schedules and Exhibits, respectively, to this Agreement, and any references in such Schedules and Exhibits to the First Restated Credit Agreement or Second Restated Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Second First Restated Credit Agreement) and the other Loan Documents as in effect prior to the Third Second Restatement Date and (b) such Obligations are in all respects continuing with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in the Second First Restated Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations and (ii) all references in the other Loan Documents to the First Restated Credit Agreement or Second Restated Credit Agreement shall be deemed to refer without further amendment to this Agreement.

Effect of Amendment and Restatement. This Agreement shallEach Borrower and, except as otherwise expressly set forth herein, supersede the Second Restated Credit Agreement from by its execution and after the Third Restatement Date with respect to the Loans outstanding under the Second Restated Credit Agreement as delivery of the Third Restatement Date. The Schedules Consent and Exhibits to the Second Restated Credit Agreement (other than any such Schedule or Exhibit that is expressly amended attached hereto, each Guarantor Subsidiary acknowledges and restated pursuant to the Fourth Amendment Agreement) shall be deemed to be Schedules and Exhibits, respectively, to this Agreement, and any references in such Schedules and Exhibits to the First Restated Credit Agreement or Second Restated Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto acknowledge and agree, however, agrees that (ai) this Agreement and all other Loan Documents the documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing reborrowing, or termination of (y) the Existing Loans or the Existing Letter of Credit Obligations (under and as defined in the Second Restated Existing Credit Agreement) Agreement and the other Loan Existing Letter of Credit Related Documents as in effect prior to the Third Restatement Effective Date or (z) the existing guaranty obligations under the Existing Credit Agreement (the "Existing Guaranty Obligations") as in effect prior to the Effective Date, (ii) the Existing Loans, the Existing Guaranty Obligations and (b) such the Existing Letter of Credit Obligations are in all respects continuing enforceable with only the terms thereof being modified as provided in by this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that , (iiii) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties Bank securing payment of the Existing Loans, the Existing Guaranty Obligations and the Existing Letter of Credit Obligations under the Loan Documents (under and as defined in the Second Restated Credit Existing Financing Agreement) and the Existing Letter of Credit Related Documents are in all respects continuing and in full force and effect with respect to all the Obligations hereunder, and (iiiv) all references in the other Loan Documents to the First Restated "Credit Agreement" or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Agreement (to the extent not amended and restated in connection with this Agreement or Second Restated Credit Agreement expressly superseded by any agreement, instrument or other document executed in connection with this Agreement) shall be deemed to refer refer, without further amendment amendment, to this Agreement as this Agreement may be further amended or modified. The security interest in, lien upon and/or conditional assignment of rights and interest of Borrowers and each other Person granted to Bank pursuant to the Loan Documents (as defined in the Existing Financing Agreement) are hereby ratified and shall continue from and after the Effective Date.

Effect of Amendment and Restatement. This Agreement shall, except as otherwise expressly set forth herein, supersede the Second Restated Existing Credit Agreement from and after the Third Restatement Effective Date with respect to the Loans Advances and Facility LCs outstanding under the Second Restated Existing Credit Agreement as of the Third Restatement Effective Date. The Schedules and Exhibits to the Second Restated Existing Credit Agreement (other than any such Schedule or Exhibit that is expressly amended and restated pursuant to the Fourth Amendment Agreement) shall be deemed to be Schedules and Exhibits, respectively, to this Agreement, and any references in such Schedules and Exhibits to the First Restated Credit Agreement or Second Restated Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Second Restated Existing Credit Agreement) and the other Loan Documents as in effect prior to the Third Restatement Effective Date and (b) such Obligations are in all respects continuing with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens liens, pledges and security interests in favor of the Collateral Agent Secured Party for the benefit of the Secured Parties Creditors (as each such term is defined in the Pledge Agreement) securing payment of the Obligations (under and as defined in the Second Restated Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations, (ii) the guaranties in favor of the Administrative Agent and the Lenders securing payment of the Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations and (iiiii) all references in the other Loan Documents to the First Restated Credit Agreement or Second Restated Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement.

Effect of Amendment and Restatement. This Upon the effectiveness of this Agreement, the Prior Loan Agreement shall, except as otherwise expressly set forth herein, supersede the Second Restated Credit Agreement from and after the Third Restatement Date with respect to the Loans outstanding under the Second Restated Credit Agreement as of the Third Restatement Date. The Schedules and Exhibits to the Second Restated Credit Agreement (other than any such Schedule or Exhibit that is expressly shall be amended and restated pursuant by this Agreement; PROVIDED, HOWEVER, that the Loans and other Liabilities arising under the Prior Loan Agreement and other Prior Loan Documents (collectively, the "PRIOR LIABILITIES") shall, subject to SECTION 26 hereof, continue in full force and effect and the liens and security interests securing payment thereof shall be continuing but shall now be governed by the terms of this Agreement and the Other Agreements. No action or inaction by any of LaSalle, Agent or any Lender prior to the Fourth Amendment Agreement) effectiveness date of this Agreement shall be deemed to be Schedules and Exhibits, respectively, to have established a course of conduct between the parties hereto. Upon the effectiveness of this Agreement, all rights and any obligations of the Parent, Borrowers, Agent and Lenders shall be solely as set forth in this Agreement and the Other Agreements. This Agreement shall constitute an amendment and restatement of the terms governing the Prior Liabilities and shall not be deemed to evidence a novation or a repayment and reborrowing of the Prior Liabilities. All references in such Schedules and Exhibits to the First Restated Credit Agreement "Loan Agreement" in the Other Agreements delivered pursuant to or Second Restated Credit otherwise in connection with the Prior Loan Agreement shall be deemed to refer to this Agreement without further amendment to this Agreementof such Other Agreements. The parties hereto acknowledge and agree, however, Other Agreements executed in connection with the Prior Loan Agreement that (a) this Agreement and all other Loan Documents are not superseded by corresponding Other Agreements executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Second Restated Credit Agreement) and the other Loan Documents as in effect prior to the Third Restatement Date and (b) such Obligations are in all respects continuing connection with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (under and as defined in the Second Restated Credit Agreement) are in all respects continuing and shall remain in full force and effect with respect (collectively, the "CONTINUING OTHER AGREEMENTS"). All references to all Obligations and (ii) all references the Prior Loan Agreement in the other Loan Documents to the First Restated Credit Agreement or Second Restated Credit Agreement Continuing Other Agreements shall be deemed to refer to this Agreement without further amendment thereof. Parent, Borrowers, Agent and Lenders hereby acknowledge and agree that each of the Continuing Other Agreements remains in full force and effect and hereby ratify and reaffirm all of their respective payment and performance obligations, contingent or otherwise, under each of the Continuing Other Agreements to which they are a party and, to the extent Parent and Borrowers granted liens on or security interests in any of their properties pursuant to any of the Continuing Other Agreements as security for the Liabilities, Parent and Borrowers hereby ratify and reaffirm such grants of security and confirm and agree that such liens and security interests secure all of the Liabilities and remain in full force and effect after giving effect to this Agreement.

Effect of Amendment and Restatement. This Agreement shallOn the Closing Date, except as otherwise expressly set forth herein, supersede the Second Restated Existing Credit Agreement from and after the Third Restatement Date with respect to the Loans outstanding under the Second Restated Credit Agreement as of the Third Restatement Date. The Schedules Guarantee and Exhibits to the Second Restated Credit Collateral Agreement (other than any such Schedule or Exhibit that is expressly amended and restated pursuant to as defined in the Fourth Amendment Existing Credit Agreement) shall be deemed to be Schedules amended, restated and Exhibits, respectively, to this Agreementsuperseded in their entirety, and any references the Mortgages and Canadian Collateral Documents (as such terms are defined in such Schedules and Exhibits to the First Restated Existing Credit Agreement or Second Restated Credit Agreement shall be deemed to refer without further amendment to this Agreement) are being amended and/or affirmed as provided herein. The parties hereto acknowledge and agree, however, agree that (a) this Agreement and all the other Loan Documents Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing novation or termination of the Obligations obligations of the Loan Parties (under and as defined in the Second Restated Existing Credit Agreement) and under the other Loan Documents Existing Credit Agreement as in effect prior to the Third Restatement Date and Closing 117 117 Date; (b) such Obligations obligations are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that Agreement; (ic) the liens Liens, guarantees and security interests as granted under the Security Documents (as defined in favor of the Collateral Agent for the benefit of the Secured Parties this Agreement) securing payment of the Obligations (under and as defined in the Second Restated Credit Agreement) such obligations are in all respects continuing and in full force and effect and secure the payment of the obligations of the Loan Parties under (and as defined) in this Agreement; and (d) upon the effectiveness of this Agreement, all loans outstanding under the Existing Credit Agreement immediately before the effectiveness of this Agreement will be continued as Loans hereunder or will be repaid in accordance with the Existing Credit Agreement on the Closing Date and reborrowed hereunder as provided herein, and, except as provided herein with respect to the Specified Acceptances, all Obligations outstanding letters of credit and (ii) all references in bankers' acceptances under the other Loan Documents to the First Restated Existing Credit Agreement or Second Restated will be continued as Letters of Credit Agreement shall be deemed to refer without further amendment to and Acceptances, respectively, hereunder, in each case on the terms and conditions set forth in this Agreement.. 118 118

Effect of Amendment and Restatement. This (a) As of the Effective Date, this Agreement shallshall amend, except and restate as amended, the Existing Credit Agreement, but shall not constitute a novation thereof or in any way impair or otherwise expressly set forth herein, supersede affect the Second Restated Credit Agreement from and after rights or obligations of the Third Restatement Date parties thereunder (including with respect to the Loans outstanding under and the Second Restated representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as of the Third Restatement Date. The Schedules and Exhibits to the Second Restated Credit Agreement (other than any such Schedule or Exhibit that is expressly amended and restated pursuant to the Fourth Amendment Agreement) hereby shall be deemed to be Schedules a continuing agreement among the parties, and Exhibitsall documents, respectivelyinstruments 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, and any references in such Schedules and Exhibits to the First Restated Existing Credit Agreement or Second Restated such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. Each reference in the Loan Documents to the Existing Credit Agreement shall shall, as of the Effective Date, be deemed construed to refer without further amendment be a reference to the Existing Credit Agreement as amended by this Agreement. The parties hereto acknowledge (b) Each Loan Party hereby (i) ratifies and agreereaffirms all of its payment and performance obligations, howevercontingent or otherwise, that (a) this Agreement and all other under each of the Loan Documents executed to which it is a party and delivered herewith do not constitute (ii) ratifies and reaffirms each grant of a novationlien on, payment and reborrowing or termination security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Obligations (under and as defined in the Second Restated Credit Security Agreement) and the other Loan Documents as in effect prior to the Third Restatement Date and (b) confirms that such Obligations are in all respects continuing with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of continue to secure the Obligations (under and as defined in the Second Restated Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations and (ii) all references in the other Loan Documents Documents, subject to the First Restated Credit terms thereof and notwithstanding the filing of any new Uniform Commercial Code financing statements on the Effective Date. 130 #96922345v9 Annex B to Amendment Agreement or Second Restated Credit Agreement shall be deemed to refer without further amendment to this Agreement.2090545.02-NYCSR07A - MSW Annex B Form of Committed Loan Notice

Effect of Amendment and Restatement. The Amendment Agreement and this Agreement are intended to amend and restate in its entirety the Existing Credit Agreement. This Agreement shall, except as otherwise expressly set forth herein, supersede shall not constitute a novation of the Second Restated Credit Agreement from obligations and after the Third Restatement Date with respect to the Loans outstanding liabilities existing under the Second Restated Credit Agreement as of the Third Restatement Date. The Schedules and Exhibits to the Second Restated Credit Agreement (other than any such Schedule or Exhibit that is expressly amended and restated pursuant to the Fourth Amendment Agreement) shall be deemed to be Schedules and Exhibits, respectively, to this Agreement, and any references in such Schedules and Exhibits to the First Restated Existing Credit Agreement or Second Restated Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing evidence repayment or termination of any such obligations and liabilities. It is the Obligations intention of the parties to the Amendment Agreement and this Agreement to preserve and continue the perfection and priority of all security interests and Liens securing the “Obligations” (including pursuant to Section 9.05 of the Existing Credit Agreement) outstanding under and as defined in the Second Restated Existing Credit Agreement, and that all Obligations outstanding under and as defined in this Agreement shall be secured by the security interests and Liens evidenced under the Security Documents. Each Credit Party hereby acknowledges and agrees that the “Obligations” (including pursuant to Section 9.05 of the Existing Credit Agreement) and the other Loan Documents as in effect prior to the Third Restatement Date and (b) such Obligations are in all respects continuing with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations (outstanding under and as defined in the Second Restated Existing Credit Agreement as of the Closing Date, continue to remain Obligations outstanding under this Agreement. Furthermore, each Credit Party hereby reaffirms the validity and binding effect of the Credit Party Guaranty and the Security Documents (as defined in the Existing Credit Agreement) are executed and delivered pursuant to the Existing Credit Agreement (including as amended and/or amended and restated in connection with this Agreement), and acknowledges and agrees that such documents and agreements (in each case, as amended and/or amended and restated in connection with this Agreement) continue to apply to this Agreement and the Obligations hereunder and that all respects continuing Collateral subject to such documents and in full force agreements does and effect with respect to all shall secure the Obligations and (ii) all references in the other Loan Documents manner and to the First Restated extent provided for by such documents and agreements. On and after the Closing Date, unless otherwise specified, any reference to the “Credit Agreement or Second Restated Agreement” in the Exhibits to and/or Credit Documents under the Existing Credit Agreement shall be deemed to refer without further amendment a reference to this Agreement., as amended, amended and restated, supplemented, waived or otherwise modified from time to time. The provisions of Article 8 and Section 9.05 of the Existing Credit Agreement shall continue in effect for the benefit of the Administrative Agent and the Collateral Agent in respect of any actions taken or omitted to be taken by any of them while acting as administrative agent and collateral agent under the Existing Credit Agreement. [End of Document] SCHEDULE 1.01(a) Subsidiary Guarantors SCHEDULE 2.01 Lenders and Commitments SCHEDULE 3.10(a) ERISA Plans SCHEDULE 3.12(a) Real Property SCHEDULE 3.12(b) Oil and Gas Properties SCHEDULE 3.12(c) Interests in Oil and Gas Properties SCHEDULE 3.14 Subsidiaries SCHEDULE 3.20 Existing Indebtedness SCHEDULE 3.21 Insurance SCHEDULE 3.24 Existing Liens. Schedule 1.01(a) Subsidiary Guarantors

Effect of Amendment and Restatement. This Agreement shallBorrowers, except as otherwise expressly set forth herein, supersede Agent and the Second Restated Lenders acknowledge and agree that (i) this Credit Agreement from and after the Third Restatement Date with respect to the Loans outstanding under the Second Restated Credit Agreement as of the Third Restatement Date. The Schedules and Exhibits to the Second Restated Credit Agreement (other than any such Schedule or Exhibit that is expressly amended and restated pursuant to the Fourth Amendment Agreement) shall be deemed to be Schedules and Exhibits, respectively, to this Agreement, and any references in such Schedules and Exhibits to the First Restated Credit Agreement or Second Restated Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing reborrowing, or termination of the Obligations (under and as such terms are defined in the Second Restated Existing Credit Agreement) and the other Loan Documents , as in effect prior to the Third Restatement Closing Date (prior to giving effect to this Credit Agreement and (b) such Obligations are in all respects continuing with only the terms being modified as provided in transactions contemplated by this Credit Agreement and the other Loan Documents. The parties hereto further acknowledge )) or a novation, payment and agree that reborrowing of the Loans (ias such terms are defined in the Existing Credit Agreement as in effect prior to the Closing Date (prior to giving effect to this Credit Agreement and the transactions contemplated by this Credit Agreement and the other Loan Documents)) and (ii) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties Existing Lenders securing payment of the Obligations (under and as such term is defined in the Second Restated Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to the Obligations hereunder. The security interest in, lien upon and/or conditional assignment of rights and interest of the Borrowers and the Subsidiary Guarantors granted to the Collateral Agent pursuant to the Security Agreement are hereby ratified and shall continue from and after the date hereof and as such, shall remain in full force and effect pursuant to the Security Agreement from and after the date hereof. Concurrently with the effectiveness of the allocations and purchases provided for in SECTION 2.1, the Departing Lenders shall cease to be parties to the Existing Credit Agreement and shall be released from all Obligations further obligations thereunder and shall have no further rights to or interest in any of the Collateral (ii) all references as defined in the other Loan Documents Existing Credit Agreement); PROVIDED, HOWEVER, that the Departing Lenders shall continue to be entitled to the First Restated benefits of SECTIONS 2.8, 4.7, 4.9 AND 11.8 of the Existing Credit Agreement or Second Restated Credit Agreement shall be deemed as in effect immediately prior to refer without further amendment to this Agreement.the Closing Date. [Signature Page Follows] 122

Effect of Amendment and Restatement. This Agreement shallOn the Closing Date, except as otherwise expressly set forth herein, supersede the Second Restated Existing Credit Agreement from and after the Third Restatement Date with respect to the Loans outstanding under the Second Restated Credit Agreement as of the Third Restatement Date. The Schedules Guarantee and Exhibits to the Second Restated Credit Collateral Agreement (other than any such Schedule or Exhibit that is expressly amended and restated pursuant to as defined in the Fourth Amendment Existing Credit Agreement) shall be deemed to be Schedules amended, restated and Exhibits, respectively, to this Agreementsuperseded in their entirety, and any references the Mortgages and Canadian Collateral Documents (as such terms are defined in such Schedules and Exhibits to the First Restated Existing Credit Agreement or Second Restated Credit Agreement shall be deemed to refer without further amendment to this Agreement) are being amended and/or affirmed as provided herein. The parties hereto acknowledge and agree, however, agree that (a) this Agreement and all the other Loan Documents Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing novation or termination of the Obligations obligations of the Loan Parties (under and as defined in the Second Restated Existing Credit Agreement) and under the other Loan Documents Existing Credit Agreement as in effect prior to the Third Restatement Date and Closing Date; (b) such Obligations obligations are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that Agreement; (ic) the liens Liens, guarantees and security interests as granted under the Security Documents (as defined in favor of the Collateral Agent for the benefit of the Secured Parties this Agreement) securing payment of the Obligations (under and as defined in the Second Restated Credit Agreement) such obligations are in all respects continuing and in full force and effect and secure the payment of the obligations of the Loan Parties under (and as defined) in this Agreement; and (d) upon the effectiveness of this Agreement, all loans outstanding under the Existing Credit Agreement immediately before the effectiveness of this Agreement will be continued as Loans hereunder or will be repaid in accordance with the Existing Credit Agreement on the Closing Date and reborrowed hereunder as provided herein, and, except as provided herein with respect to the Specified Acceptances, all Obligations outstanding letters of credit and (ii) all references in bankers' acceptances under the other Loan Documents to the First Restated Existing Credit Agreement or Second Restated will be continued as Letters of 121 Credit Agreement shall be deemed to refer without further amendment to and Acceptances, respectively, hereunder, in each case on the terms and conditions set forth in this Agreement.. 122