Common use of Restatement Clause in Contracts

Restatement. The terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement are simultaneously amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreement, except that nothing herein or in the other Loan Documents shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers evidenced by or arising under the Existing Credit Agreement or impair or adversely affect the continuation of the Liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. All Existing Obligations and all other loans, advances and other financial accommodations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant to the terms of this Agreement and the Security Agreement. Upon the effective date of this Agreement, the Administrative Agent shall cause to be released and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that release.

Restatement. The terms(a) This Note amends and restates in its entirety that certain senior secured convertible note dated as of May 28, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement are simultaneously amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, 2020 issued by the terms, conditions agreements, covenants, representations Corporation to the Holder (the “Original Secured Note”). (b) The amendment and warranties set forth in this Agreement and in restatement of the Security Agreement, and Original Secured Note shall be effective as of the Closing Date neither date of this Note. All obligations and rights of the Borrowers nor Corporation or the Administrative Agent and Lenders Holder arising out of or relating to the period commencing on the date hereof shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound governed by the terms and provisions of this Agreement, except that nothing herein or Note; the obligations of and rights of the Company and the Holder (as defined in the other Loan Documents shall, in any manner, Original Secured Note) arising out of or relating to the period prior to the date hereof shall continue to be construed governed by the Original Secured Note without giving effect to constitute payment of, or impair, limit, cancel or extinguish, or the amendment and restatements provided for herein. This Note shall not constitute a novation in respect of any or termination of the “Obligations” existing Corporation’s obligations under the Original Secured Note or any other Transaction Document (and as defined in) in the Existing Credit Agreement (Original Secured Note; such documents, the “Existing ObligationsTransaction Documents”) executed or any other obligationsdelivered in connection therewith, liabilities and indebtedness of the Borrowers evidenced by or arising under the Existing Credit Agreement or impair or adversely affect the continuation of the Liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. All Existing Obligations and all other loans, advances and other financial accommodations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of but shall constitute effective on the date hereof an amendment and restatement of the obligations and covenants of the Corporation under such Transaction Documents (and the Corporation hereby reaffirms all such obligations and covenants, as hereby amended). (c) This Note does not extinguish the obligations for the payment of money outstanding under the Original Secured Note or discharge or release the obligations of the Corporation or any Subsidiary pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Transaction Documents, the Liens granted in the Collateral pursuant to the terms Existing Transaction Documents or the priority of this Agreement and any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the Security Agreement. Upon obligations outstanding under the effective date of this AgreementOriginal Secured Note, the Administrative Agent other Existing Transaction Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Transaction Documents shall continue in full force and effect. The Corporation hereby agrees to execute and deliver all agreements, documents and instruments and to take, or cause to be released taken, all actions and satisfied to do, or cause to be done, all things necessary or desirable, as determined by the security interests Holder, to ensure that the Liens pursuant to the Existing Transaction Documents continue to secure the obligations arising under this Note and under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releaseTransaction Documents.

Restatement. The (a) Except as otherwise stated in Section 12.2 and this Section 12.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement are simultaneously hereby amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreementother Loan Documents, except that nothing herein or in the other Loan Documents shallshall impair or adversely affect the continuation of the liability of the Borrower or any Guarantor for the Obligations or any Lien heretofore granted, pledged and/or assigned to any Agent or any Lender. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of, the Indebtedness and other obligations and liabilities of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers Borrower evidenced by or arising under the Existing Credit Agreement or impair or adversely affect the continuation of Agreement, and the Liens and other security interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. All Existing Obligations and all other loans, advances securing such Indebtedness and other financial accommodations obligations and liabilities, shall not in any manner be impaired, limited, terminated, waived or released. (b) The principal amount of the loans and letters of credit outstanding as of the Amended and Restated Effective Date under the Existing Credit Agreement shall constitute Revolving Credit Loans and Letters of Borrowers to Administrative Agent Credit hereunder. On and Lenders that are outstanding after the Amended and unpaid as Restated Effective Date, all letters of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant to the terms of this Agreement and the Security Agreement. Upon the effective date of this Agreement, the Administrative Agent shall cause to be released and satisfied the security interests credit issued under the Existing Credit Agreement in all collateral thereunder which is not Collateral shall be deemed to be Letters of Credit issued under this Agreement and shall execute be subject to all the terms and fileconditions hereof (including, or consent to the filing without limitation, Section 3.3(a)) as if such Letters of Credit were issued by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties Issuing Lenders pursuant to effect and evidence that releasethis Agreement.

Restatement. The (i) Except as otherwise stated in Section 16.20(b) hereof and this Section 16.20(e), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement Loan Documents are simultaneously amended and restated in their entiretyentirety (excluding the schedules prepared as of the Closing Date, which shall be superseded by the schedules delivered on and after the Closing Date), and as so amended and restated, are hereby replaced and superseded, superseded by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of other Loan Documents executed or delivered on or after the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreementdate hereof, except that nothing herein or in the other Loan Documents shallshall impair or adversely affect the continuation of the liability of the Borrowers for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Borrowers to the Agent or any Lender (whether directly, indirectly or otherwise). (ii) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of of, the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness Obligations of the Borrowers evidenced by or arising under any of the Existing Credit Agreement or impair or adversely affect the continuation of Loan Documents, and the Liens and other security interests in of the Collateral heretofore granted, pledged and/or assigned by Agent and the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. All Existing Lenders securing such Obligations and all other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of the Lender. (iii) All loans, advances and other financial accommodations under any of the Existing Credit Agreement Loan Documents and all other Obligations of the Borrowers to Administrative the Agent and the Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement Loan Documents or otherwise shall be deemed Obligations of the Borrowers which are secured by Liens in the Collateral pursuant to the terms hereto. (iv) Each Loan Party hereby confirms the continuing effectiveness against such Loan Party of this Agreement and the Security Agreement. Upon the effective date grants of this Agreement, the Administrative Agent shall cause to be released and satisfied the security interests under made by such Loan Party pursuant to the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releaseDocuments.

Restatement. This Agreement amends and restates the Existing Agreement in its entirety. The terms, conditions, agreements, covenants, representations Borrower hereby agrees that (a) the Debt outstanding under the Existing Agreement and warranties set forth the Loan Documents (as defined in the Existing Agreement; together with the Existing Agreement, the “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents shall be deemed to be outstanding under and governed by this Agreement. The Borrower hereby acknowledges, warrants, represents and agrees that this Agreement are simultaneously amended and restated in their entiretyis not intended to be, and as so amended and restatedshall not be deemed or construed to be, are hereby replaced and superseded, by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to a novation or bound by any of the terms release of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions Documents. Each Lender that is an Existing Lender hereby waives any requirements for notice of this Agreementprepayment, except that nothing herein or in the other Loan Documents shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect minimum amounts of any prepayments of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligationsloans thereunder, liabilities and indebtedness ratable reductions of the Borrowers evidenced by or arising commitments of Lenders under the Existing Credit Agreement or impair or adversely affect the continuation Documents and ratable payments on account of the Liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. All Existing Obligations and all other loans, advances and other financial accommodations principal or interest of any loan under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant Documents to the Existing Credit Agreement extent that any such prepayment, reductions or otherwise shall be deemed Obligations of Borrowers which payments are secured by Liens in required to ensure that, upon the Collateral pursuant to the terms of this Agreement and the Security Agreement. Upon the effective date effectiveness of this Agreement, the loans of the Lenders shall be outstanding on a ratable basis in accordance with their respective Pro Rata Share. Each Lender hereby authorizes Administrative Agent shall cause and Borrower to be released and satisfied request Borrowings from Lenders, to make prepayment of the security interests loans under the Existing Credit Agreement Documents and to reduce the commitments under the Existing Credit Documents among Lenders in all collateral thereunder which is not Collateral under order to ensure that, upon the effectiveness of this Agreement and Agreement, the loans of Lenders shall execute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releasebe outstanding on a ratable basis in accordance with their respective Pro Rata Share.

Restatement. The (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement Agreements are simultaneously amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, superseded by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of other Financing Agreements executed and/or delivered on or after the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreementdate hereof, except that nothing herein or in the other Loan Documents shallFinancing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of any of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) Borrowers or any other obligations, liabilities and indebtedness of the Borrowers Guarantors evidenced by or arising under the Existing Credit Agreement or impair or adversely affect Agreements, and the continuation liens and security interests of the Liens Agent securing such Indebtedness and other interests obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent for the Collateral heretofore granted, pledged and/or assigned by the Borrowers benefit of itself and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. Lenders. (c) All Existing Obligations and all other loans, advances and other financial accommodations under the Existing Credit Agreement Agreements and all other Obligations of Borrowers and Guarantors to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement Agreements or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral and Guarantors pursuant to the terms hereof. The principal amount of this Agreement the Revolving Loans and the Security Agreement. Upon amount of the effective Letters of Credit Accommodations outstanding as of the date of this Agreement, the Administrative Agent shall cause to be released and satisfied the security interests hereof under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and Agreements shall execute and file, or consent be allocated to the filing by Revolving Loans and Letter of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releaseterms hereof.

Restatement. The terms, conditions, agreements, covenants, representations This Agreement amends and warranties set forth in restates the Existing Credit Agreement are simultaneously amended and restated in their its entirety, and as so amended and restated, are . Borrower hereby replaced and superseded, by agrees that (a) the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of indebtedness outstanding under the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreement, except that nothing herein or in the other Loan Documents shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the “Obligations” existing under and Security Instruments (and as defined in) in the Existing Credit Agreement (Agreement; together with the Existing Credit Agreement, the “Existing ObligationsCredit Documents”) or any other obligations, liabilities and indebtedness of the Borrowers evidenced by or arising all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents shall be deemed to be outstanding under and governed by this Agreement. Borrower hereby acknowledges, warrants, represents, and agrees that this Agreement is not intended to be, and shall not be deemed or impair construed to be, a novation or adversely affect the continuation release of the Liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security AgreementExisting Credit Documents. All Existing Obligations and all other loans, advances and other financial accommodations Each Lender (which is a Lender under the Existing Credit Agreement Documents) hereby waives any requirements for notice of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as prepayment, minimum amounts of prepayments of the date hereof pursuant to loans thereunder, ratable reductions of the commitments of Lenders under the Existing Credit Agreement Documents and ratable payments on account of the principal or otherwise shall be deemed Obligations interest of Borrowers which are secured by Liens in any loan under the Collateral pursuant Existing Credit Documents to the terms of this Agreement and extent that any such prepayment, reductions or payments are required to ensure that, upon the Security Agreement. Upon the effective date effectiveness of this Agreement, the Administrative loans of the Lenders shall be outstanding on a ratable basis in accordance with their respective Percentage Share. Each Lender hereby authorizes Agent shall cause and Borrower to be released and satisfied request borrowing advances from Lenders, to make prepayment of the security interests loans under the Existing Credit Agreement Documents and to reduce the commitments under the Existing Credit Documents among Lenders in all collateral thereunder which is not Collateral under order to ensure that, upon the effectiveness of this Agreement and Agreement, the loans of Lenders shall execute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releasebe outstanding on a ratable basis in accordance with their respective Percentage Share.

Restatement. (a) On the Second Restatement Closing Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The termsparties hereto acknowledge and agree that (i) this Agreement, conditionsany Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, agreementspayment and reborrowing, covenants, representations and warranties set forth or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Second Restatement Closing Date; (ii) such “Obligations” are simultaneously amended and restated in their entirety, and all respects continuing with only the terms thereof being modified as so amended and restated, are hereby replaced and superseded, by the terms, conditions agreements, covenants, representations and warranties set forth provided in this Agreement and in Agreement; (iii) the Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of Liens granted under the Existing Credit Agreement and shall only be subject each other collateral document pursuant to which all or bound by the terms and provisions of this Agreement, except that nothing herein or in the other Loan Documents shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the “Obligations” existing under are secured are in all respects continuing and in full force and effect and secure the payment of the Obligations (and as defined inin this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the Existing Credit effectiveness of this Agreement (the “Existing Obligations”) or any other obligations, liabilities all loans and indebtedness letters of the Borrowers evidenced by or arising credit outstanding under the Existing Credit Agreement or impair or adversely affect immediately before the continuation effectiveness of this Agreement will be part of the Liens Loans and other interests in Letters of Credit hereunder on the Collateral heretofore granted, pledged and/or assigned by the Borrowers terms and Guarantors to Administrative Agent, except as otherwise expressly conditions set forth in the Security this Agreement. All Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the date hereof secure all Obligations hereunder. (b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Obligations Credit Agreement, the Borrower acknowledges and all agrees that any causes of action or other loansrights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, advances however, that it is understood and other financial accommodations agreed that the Borrower’s monetary obligations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as in respect of the date hereof loans and letters of credit thereunder are evidenced by this Agreement as provided in Article I hereof. (c) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement or otherwise (including any arising from a breach of the representations thereunder) shall be deemed Obligations survive the amendment and restatement of Borrowers which are secured by Liens in the Collateral pursuant to the terms of this Agreement and the Security Agreement. Upon the effective date of this Agreement, the Administrative Agent shall cause to be released and satisfied the security interests under the Existing Credit Agreement pursuant to this Agreement. (d) On and after the Second Restatement Closing Date, (i) each reference in all collateral thereunder which is not Collateral under the Loan Documents to the “Credit Agreement”, “Loan Agreement”, “thereunder”, “thereof” or similar words referring to the Existing Credit Agreement shall mean and be a reference to this Agreement or the relevant Collateral Document, as the case may be, and shall execute and file, or consent to the filing by (ii) each reference in the Loan Parties of all releases Documents to a “Note” shall mean and other documents reasonably requested by the Loan Parties to effect and evidence that releasebe a Note as defined in this Agreement.

Restatement. The (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of the Closing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Amended and Restated US Loan Agreement are simultaneously amended and restated in their entirety, and as so are amended and restated, are hereby replaced and superseded, superseded by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of other Financing Agreements executed and/or delivered on or after the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this AgreementDate, except that nothing herein or in the other Loan Documents shallFinancing Agreements shall impair or adversely affect the continuation of the liability of US Borrowers for the Obligations heretofore incurred and the security interests, Liens, and other interests in the Collateral heretofore granted, pledged and/or assigned by US Borrowers to Agent, Tranche B Agent or any US Lender (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of of, the “Obligations” existing under (Obligations and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the US Borrowers evidenced by or arising under the Existing Credit Original US Loan Agreement or impair or adversely affect and the continuation of Amended and Restated US Loan Agreement and the Liens and other security interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. All Existing of Agent securing such Obligations and all other obligations, liabilities and indebtedness, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent for the benefit of itself, Tranche B Agent and US Lenders. (c) All loans, advances and other financial accommodations under the Existing Credit Amended and Restated US Loan Agreement and all other Obligations of US Borrowers to Administrative Agent and US Lenders that are outstanding and unpaid as of the date hereof Closing Date pursuant to the Existing Credit Amended and Restated US Loan Agreement or otherwise shall be deemed Obligations of US Borrowers which are secured by Liens in the Collateral pursuant to the terms hereof. The principal amount of this Agreement the Revolving Loans and the Security Agreement. Upon amount of the effective date Letter of this Agreement, Credit Accommodations outstanding as of the Administrative Closing Date under the Amended and Restated US Loan Agreement shall be allocated to the Revolving Loans and Letter of Credit Accommodations hereunder in such manner and in such amounts as Agent shall cause to be released and satisfied determine in accordance with the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releaseterms hereof.

Restatement. The (a) As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement Original Loan Documents are simultaneously amended and restated in their entiretyentirety (including the schedules delivered prior to the Closing Date, which shall be superseded by the schedules delivered on and after the Closing Date), and as so amended and restated, are hereby replaced and superseded, superseded by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of other Loan Documents executed or delivered on or after the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreementdate hereof, except that nothing herein or in the other Loan Documents shallshall impair or adversely affect the continuation of the liability of Borrower for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by Borrower or Guarantors to Administrative Agent, for the benefit of Administrative Agent and Lenders (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of any of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers Borrower evidenced by or arising under any of the Existing Credit Agreement or impair or adversely affect the continuation of Original Loan Documents, and the Liens and other security interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to of Administrative Agent, except as otherwise expressly set forth in for the Security Agreement. All Existing benefit of Administrative Agent and Lenders, securing such Obligations and all other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Administrative Agent for the benefit of Administrative Agent and Lenders. (c) All loans, advances and other financial accommodations under any of the Existing Credit Agreement Original Loan Documents and all other Obligations of Borrowers Borrower to Administrative Agent and the other Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement Original Loan Documents or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral Borrower pursuant to the terms of this Agreement and the Security Agreement. Upon the effective date of this Agreement, the Administrative Agent shall cause to be released and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releasehereto.

Restatement. The (i) Except as otherwise stated in Section 16.17(b) hereof and this Section 16.17(e), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement Loan Documents are simultaneously amended and restated in their entiretyentirety (excluding the schedules prepared as of the Closing Date, which shall be superseded by the schedules delivered on and after the ​ Closing Date), and as so amended and restated, are hereby replaced and superseded, superseded by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of other Loan Documents executed or delivered on or after the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreementdate hereof, except that nothing herein or in the other Loan Documents shallshall impair or adversely affect the continuation of the liability of the Borrowers for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Borrowers to the Agent or any Lender (whether directly, indirectly or otherwise). (ii) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of of, the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness Obligations of the Borrowers evidenced by or arising under any of the Existing Credit Agreement or impair or adversely affect the continuation of Loan Documents, and the Liens and other security interests in of the Collateral heretofore granted, pledged and/or assigned by Agent and the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. All Existing Lenders securing such Obligations and all other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of the Lender. (iii) All loans, advances and other financial accommodations under any of the Existing Credit Agreement Loan Documents and all other Obligations of the Borrowers to Administrative the Agent and the Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement Loan Documents or otherwise shall be deemed Obligations of the Borrowers which are secured by Liens in the Collateral pursuant to the terms of this Agreement and the Security Agreement. Upon the effective date of this Agreement, the Administrative Agent shall cause to be released and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releasehereto.

Restatement. The (a) As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement are simultaneously hereby amended and restated in their entirety, and (i) as so amended and restated, are hereby replaced and superseded, by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing other Credit Agreement and shall only be subject to or bound by the terms and provisions of this AgreementDocuments, except that nothing herein or in the other Credit Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Loans and the Letters of Credit and all accrued and unpaid interest thereon and fees, costs, expenses and other charges with respect thereto (as amended and restated hereby and which are in all respects hereinafter subject to the terms of this Agreement and the other Credit Documents) and the security interests, liens, and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent or any Lender (whether directly, indirectly or otherwise) (as amended and restated hereby and which are in all respects subject to the terms of this Agreement and the other Credit Documents), and (ii) no action or omission by any Existing Credit Party in respect of the Existing Indebtedness Documents prior to the date hereof and no representation and warranty deemed made in respect of such Existing Loan Documents shallAgreement pursuant to any request for Loans or Letters of Credit under the Existing Credit Agreement by any of the Existing Credit Parties prior to the date hereof shall be deemed the basis for any Default or Event of Default or the exercise of any remedies under this Agreement after the date hereof. (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Loans, the Letters of Credit and all accrued and unpaid interest thereon and fees with respect thereto, and the liens and security interests securing such obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers evidenced by or arising under the Existing Credit Agreement or impair or adversely affect the continuation of the Liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except for itself and the benefit of Lenders (as otherwise expressly set forth in the Security Agreement. All Existing Obligations amended and all other loans, advances restated hereby and other financial accommodations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant all respects subject to the terms of this Agreement and the Security Agreement. Upon other Credit Documents). (c) All of the effective date of this AgreementLoans, the Administrative Agent shall cause to be released Letters of Credit and satisfied the security interests all accrued and unpaid interest thereon and fees with respect thereto under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement Agreements shall be deemed Obligations of Borrowers and shall execute Guarantors pursuant to and file, or consent expressly subject to the filing by terms hereof. The principal amount of the Loan Parties Loans and the amount of all releases the Letters of Credit outstanding as of the date hereof under the Existing Indebtedness Documents shall be allocated to the Loans and other documents reasonably requested by Letters of Credit hereunder in such manner and in such amounts as Agent shall determine in accordance with the Loan Parties to effect and evidence that releaseterms hereof.

Restatement. The terms(a) Concurrently with the execution and delivery of this Agreement: (i) ORC, conditionsas survivor pursuant to the Merger, agreementsshall execute and deliver to Lender the Amended and Restated ORC Term Note pursuant to Section 3.3(a) hereof, covenantseffective as of the Effective Date, representations which note shall be deemed to evidence (A) the amendment and warranties set forth in restatement of, but not the extinguishment of, the unpaid principal amount of the term loan previously evidenced by the Existing Credit OMPC Term Note, which note shall be substituted for and replaced thereby, plus (B) additional Obligations in respect of the additional advance contemplated by Section 3.3(a) hereof and (ii) OMPC-NC shall execute and deliver to Lender the Amended and Restated OMPC-NC Term Note pursuant to Section 3.3(b) hereof, effective as of the Effective Date, which note shall be deemed to evidence (A) the amendment and restatement of, but not the extinguishment of, the unpaid principal amount of the term loan previously evidenced by the Existing OMPC-NC Term Note, which note shall be substituted for and replaced thereby, plus (B) additional Obligations in respect of the additional advance contemplated by Section 3.3(b) hereof. (b) Borrowers hereby acknowledge and agree that (i) the Pre-Effective Date Obligations consisting of revolving loans previously made by Lender to OMPC, shall constitute and be deemed Revolving Loans under this Agreement to ORC, as survivor of the Merger, and shall be debited to ORC's loan account(s) with Lender in such manner as Lender shall, in its sole discretion, determine and (ii) the Pre-Effective Date Obligations consisting of revolving loans previously made by Lender to OMPC-NC, shall constitute and be deemed Revolving Loans to OMPC-NC under this Agreement, and shall be debited to OMPC-NC's loan account(s) with Lender in such manner as Lender shall, in its sole discretion, determine. (c) The OMPC Financing Agreements are simultaneously hereby amended and restated in their entirety, and as so amended and restated, are hereby replaced and supersededsuperseded by, by the terms, conditions conditions, agreements, covenants, representations representations, and warranties set forth in this Agreement and in the Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreementother Financing Agreements, except that nothing herein or in the other Loan Documents shallFinancing Agreements shall impair or adversely affect the continuation of the liability of Borrowers for the Pre-Effective Date Obligations or the security interests and liens heretofore granted, pledged and/or assigned to Lender. Without limiting the foregoing, the amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Pre-Effective Date Obligations of any of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers evidenced by or arising under the Existing Credit Agreement OMPC Financing Agreements, or impair or adversely affect the continuation of the Liens liens and other security interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. All Existing securing such Obligations and all other loansliabilities, advances and other financial accommodations under the Existing Credit Agreement none of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant to the terms of this Agreement and the Security Agreement. Upon the effective date of this Agreementany manner being impaired, the Administrative Agent shall cause to be limited, terminated, waived or released and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releasehereby.

Restatement. The terms(a) On the Restatement Date, conditions, agreements, covenants, representations and warranties set forth in the Existing Original Credit Agreement are simultaneously shall be amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, its entirety by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Original Credit Agreement shall thereafter be of no further force and shall only be subject effect except to or bound evidence (i) the incurrence by the terms and provisions of this Agreement, except that nothing herein or in the other Loan Documents shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any Company of the “Obligations” existing under (and as defined in) in the Existing Original Credit Agreement (the whether or not such “Existing Obligations”) or any other obligations, liabilities and indebtedness ” are contingent as of the Borrowers evidenced by or arising Restatement Date) and (ii) obligations of the Company to the extent such obligations would have survived the termination of the Original Credit Agreement in accordance with Section 9.8. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Original Credit Agreement or impair evidence payment of all or adversely affect the continuation any portion of the Liens such obligations and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers liabilities. (b) The terms and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. All Existing Obligations and all other loans, advances and other financial accommodations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant to the terms conditions of this Agreement and the Security Agreement. Upon Administrative Agent’s and the effective date of this Agreement, the Administrative Agent shall cause to be released Lenders’ rights and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral remedies under this Agreement and the other Loan Documents shall execute apply to all of the Obligations incurred under the Original Credit Agreement. (c) On and fileafter the Restatement Date, (i) all references to the Original Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Original Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Restatement Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as amended and restated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the filing Loans Documents remain in full force and effect unless otherwise specifically amended hereby or by the any other Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releaseDocument.

Restatement. The As of the Closing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Security Agreement are simultaneously hereby amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement; except, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreementthat, except that nothing herein or in the other Loan Documents shallshall impair or adversely affect the continuation of the liability of the Grantors for the Secured Obligations and the continuation of Agent’s Liens on the Collateral heretofore granted, pledged and /or assigned pursuant to the Existing Security Agreement and the other Existing Loan Documents. The Grantors hereby acknowledge, confirm and agree that Agent, for the benefit of the Lender Group and the Bank Product Providers, has and shall continue to have a Lien upon the Collateral heretofore granted to Xxxxx, in its capacity as Administrative Agent pursuant to the Existing Security Agreement, as well as any Collateral granted, confirmed, reaffirmed and restated under this Agreement. Agent’s Liens in the Collateral shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such Liens, whether under the Existing Security Agreement or any other Existing Loan Documents. The amendment and restatement contained herein shall not, in and of itself, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of, the indebtedness and other obligations and liabilities of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers Grantors evidenced by or arising under the Existing Credit Security Agreement or impair or adversely affect the continuation of the Liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. All Existing Obligations and all other loans, advances and other financial accommodations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant to the terms of this Agreement and the Security Agreement. Upon the effective date of this Agreement, the Administrative Agent shall cause to be released and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releaseDocuments.

Restatement. The terms, conditions, agreements, covenants, representations Borrower has heretofore been indebted to ----------- Lenders under the Original Agreement. Upon the execution and warranties set forth in the Existing Credit Agreement are simultaneously amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, by the terms, conditions agreements, covenants, representations and warranties set forth in delivery of this Agreement and in the Security Agreement, and as by each of the Closing Date neither parties hereto: (a) any loans made under the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Original Agreement and shall only be subject to or bound by the terms and provisions of this Agreement, except that nothing herein or in the other Loan Documents shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers evidenced by or arising under the Existing Credit Agreement or impair or adversely affect the continuation of the Liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. All Existing Obligations and all other loans, advances and other financial accommodations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations Loans made hereunder as of Borrowers which are secured by Liens in the Collateral pursuant date hereof and shall be deemed made under, and evidenced by, the Notes and subject to the terms and conditions hereof and thereof, (b) the "Base Rate Portion" (as defined in the Original Agreement) of this any such outstanding loan shall constitute a Base Rate Portion hereunder, (c) each "Fixed Rate Portion" and related "Interest Period" (as defined in the Original Agreement) of any such outstanding loan shall carryover and continue as a Fixed Rate Portion hereunder, with an Interest Period ending on the last day of such related "Interest Period", and in no event shall such carrying over and continuing of such Fixed Rate Portions (i) constitute a payment or prepayment of all or a portion of any "Fixed Rate Portion" or (ii) entitle any Lender to any reimbursement under Section 2.16 of the Original Agreement and or Section 2.16 hereof with respect thereto, (d) the Security Agreement. Upon Percentage Share of each Lender shall be as set forth in the effective date of definition to this Agreement, (e) all accrued and unpaid interest on the Administrative Agent Loans and all accrued and unpaid fees and expenses under the Original Agreement shall cause be deemed to be released outstanding under and satisfied the security interests governed by this Agreement, and (f) any party named as a "Lender" under the Existing Credit Agreement in all collateral thereunder which that is not Collateral a signatory hereto as a Lender under this Agreement (an "Exiting Lender") shall cease to be a Lender and shall execute be released from its obligations under the Existing Agreement and filethis Agreement, or consent and Borrower shall make such adjustments in the Loans, including the borrowing of additional Loans and the repayment of Loans under the Existing Agreement plus all applicable accrued interest, fees and expenses (including any costs under Article III of the Existing Agreement) as shall be necessary to repay in full all Exiting Lenders and to provide for Loans by each Lender in the filing by the Loan Parties amount of its new Percentage Share of all releases Loans as of the date hereof. This Agreement amends and other documents reasonably requested by restates the Loan Parties to effect Original Agreement in its entirety, and evidence that releaseupon the effectiveness hereto, all terms and provisions hereof shall supersede the terms and provisions thereof.

Restatement. The terms(a) On the Closing Date, conditionsthat certain Pledge and Security Agreement, agreementsdated as of March 17, covenants2017 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Pledge and Security Agreement”) shall be amended and restated in its entirety by this Agreement, and the Existing Pledge and Security Agreement shall thereafter be of no further force and effect, except that the Grantors, the Collateral Agent and the Secured Parties agree that (i) Liens created under the Existing Pledge and Security Agreement shall continue to exist under and be evidenced by this Agreement, (ii) the Existing Pledge and Security Agreement shall continue to evidence the representations and warranties made by the Grantors prior to the Closing Date, and (iii) the Existing Pledge and Security Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Pledge and Security Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Pledge and Security Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement are simultaneously amended existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and restated in their entirety, liabilities existing under the Existing Pledge and as so amended Security Agreement. (b) The terms and restated, are hereby replaced and superseded, by the terms, conditions agreements, covenants, representations and warranties set forth in of this Agreement and in the Security Agreement, Collateral Agent’s and as of the Closing Date neither the Borrowers nor the Administrative Agent Secured Parties’ rights and Lenders shall be subject to or bound by any of the terms of the Existing Credit remedies under this Agreement and shall only be subject to or bound by the terms and provisions of this Agreement, except that nothing herein or in the other Loan Documents shall, in any manner, be construed shall apply to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any all of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers evidenced by or arising Obligations incurred under the Existing Credit Agreement or impair or adversely affect the continuation of the Liens as amended and other interests in the Collateral heretofore granted, pledged and/or assigned restated by the Borrowers Credit Agreement. (c) On and Guarantors to Administrative Agentafter the Closing Date, except as otherwise expressly set forth in the Security Agreement. All Existing Obligations and (i) all other loans, advances and other financial accommodations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant references to the Existing Credit Pledge and Security Agreement (or otherwise to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant to refer to the terms Existing Pledge and Security Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Pledge and Security Agreement. Upon the effective date of this Agreement, the Administrative Agent shall cause to be released as amended and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which restated hereby. (d) This amendment and restatement is limited as written and is not Collateral under this Agreement and shall execute and file, or a consent to the filing by any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Parties of all releases Documents remain in full force and effect unless specifically amended hereby or by any other documents reasonably requested by the Loan Parties to effect and evidence that releaseDocument.

Restatement. The (a) As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement Loan Agreements are simultaneously amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, superseded by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreement, except that nothing herein or in the other Loan Documents shallFinancing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Existing Loans and the Existing Letters of Credit and all accrued and unpaid interest thereon and fees, costs, expenses and other charges with respect thereto and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Collateral Agent or any Secured Party (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the “Obligations” existing under (and as defined in) of, the Existing Credit Agreement (the “Existing Obligations”) or any other obligationsLoans, liabilities and indebtedness of the Borrowers evidenced by or arising under the Existing Letters of Credit Agreement or impair or adversely affect and all accrued and unpaid interest thereon and fees with respect thereto, and the continuation liens and security interests of the Liens Agent and other interests Collateral Agent in the Collateral heretofore granted, pledged and/or assigned by the of Borrowers and Guarantors to Administrative Agentsecuring such obligations and liabilities, except which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent or Collateral Agent (as otherwise expressly set forth in the Security Agreement. case may be) for the benefit of itself and Secured Parties. (c) All of the Existing Obligations Loans, the Existing Letters of Credit and all other loans, advances and other financial accommodations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding accrued and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise interest thereon and fees with respect thereto shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral and Guarantors pursuant to the terms hereof. The principal amount of this Agreement the Existing Loans and the Security Agreement. Upon amount of the effective Existing Letters of Credit outstanding as of the date hereof shall be allocated to the Loans and Letters of this Agreement, the Administrative Credit hereunder in such manner and in such amounts as Agent shall cause to be released and satisfied determine in accordance with the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releaseterms hereof.

Restatement. The As of the Effective Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Note Purchase and Security Agreement are simultaneously hereby amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement; except, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreementthat, except that nothing herein or in the other Loan Noteholder Documents shallshall impair or adversely affect the continuation of the liability of the Guarantors for the Obligations and the continuation of Noteholder’s Liens on the Collateral heretofore granted, pledged and /or assigned pursuant to the Existing Note Purchase and Security Agreement and the other Noteholder Documents. The Guarantors hereby acknowledge, confirm and agree that Noteholder has and shall continue to have a Lien upon the Collateral heretofore granted to Noteholder pursuant to the Existing Note Purchase and Security Agreement, as well as any Collateral granted, confirmed, reaffirmed and restated under this Agreement. Noteholder’s Liens in the Collateral shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such Liens, whether under the Existing Note Purchase and Security Agreement or any other Noteholder Documents. The amendment and restatement contained herein shall not, in and of itself, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of, the indebtedness and other obligations and liabilities of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers Guarantors evidenced by or arising under the Existing Credit Note, the Existing Note Purchase and Security Agreement or impair or adversely affect the continuation of the Liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. All Existing Obligations and all other loans, advances and other financial accommodations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant to the terms of this Agreement and the Security Agreement. Upon the effective date of this Agreement, the Administrative Agent shall cause to be released and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releaseNoteholder Documents.

Restatement. The terms(a) On the First Amendment Effective Date, conditions, agreements, covenants, representations and warranties set forth in the Existing Original Credit Agreement are simultaneously shall be amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, its entirety by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Original Credit Agreement shall thereafter be of no further force and shall only be subject effect except to or bound evidence (i) the incurrence by the terms and provisions of this Agreement, except that nothing herein or in the other Loan Documents shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any Borrower of the “Obligations” existing under (and as defined in) in the Existing Original Credit Agreement (the whether or not such “Existing Obligations”) or any other obligations, liabilities and indebtedness ” are contingent as of the Borrowers evidenced First Amendment Effective Date), (ii) the representations and warranties made by Holdings and the Borrower prior to the First Amendment Effective Date and (iii) any action or arising omission performed or required to be performed pursuant to the Original Credit Agreement prior to the First Amendment Effective Date (including any failure, prior to the First Amendment Effective Date, to comply with the covenants contained in such Original Credit Agreement). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Original Credit Agreement or impair evidence payment of all or adversely affect any portion of such obligations and liabilities. Notwithstanding anything herein to the continuation contrary, all interest accrued for any Loan prior to the effectiveness of the Liens and other interests in First Amendment shall accrue at the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly applicable rate per annum set forth in the Security Original Credit Agreement. All Existing Obligations . (b) The terms and all other loans, advances and other financial accommodations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant to the terms conditions of this Agreement and the Security Agreement. Upon Agents’ and the effective date of this Agreement, the Administrative Agent shall cause to be released Lenders’ rights and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral remedies under this Agreement and the other Loan Documents shall execute apply to all of the Obligations incurred under the Original Credit Agreement and filecontinuing hereunder. (c) Holdings and the Borrower each reaffirm the Liens granted pursuant to the Loan Documents to the Administrative Agent for the benefit of the Lenders, which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Obligations. (d) On and after the First Amendment Effective Date, (i) all references to the Original Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Original Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the First Amendment Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Original Credit Agreement, as amended and restated hereby. (e) This amendment and restatement is limited as written and is not a consent to the filing by any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Parties Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. (f) Each Lender hereby further authorizes each of all releases the Agents, as applicable, on behalf of and other for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guarantors, the Collateral and the Security Documents and to execute any amendments, documents reasonably requested by the Loan Parties or instruments necessary to effect and evidence that releasethe amendments contemplated by this Agreement.

Restatement. (a) On the Closing Date, the Original Credit Agreement shall be amended, restated and superseded in its entirety. The termsparties hereto acknowledge and agree that (i) this Agreement, conditionsany Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, agreementspayment and reborrowing, covenants, representations and warranties set forth or termination of the "Obligations" (as defined in the Existing Original Credit Agreement) under the Original Credit Agreement as in effect prior to the Closing Date; (ii) such "Obligations" are simultaneously amended in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens granted under the Original Credit Agreement and restated each other collateral document pursuant to which all or any of the "Obligations" are secured are in their entirety, all respects continuing and in full force and effect and secure the payment of the Obligations (as so amended defined in this Agreement) and restated, are hereby replaced fully ratified and superseded, by affirmed; and (iv) upon the terms, effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on the terms and conditions agreements, covenants, representations and warranties set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the date hereof secure all Obligations hereunder. (b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Security Original Credit Agreement, the Borrower acknowledges and as agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the Closing Date neither the Borrowers nor the Administrative Agent representations and Lenders shall be subject to or bound by any warranties of the terms Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the Existing loans or other extensions of credit thereunder) in connection with the Original Credit Agreement shall survive the execution and shall only be subject to or bound by the terms and provisions delivery of this Agreement; provided, except however, that nothing herein or in it is understood and agreed that the other Loan Documents shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation Borrower's monetary obligations under the Original Credit Agreement in respect of any the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article I hereof. (c) All indemnification obligations of the “Obligations” existing under (and as defined in) Borrower pursuant to the Existing Original Credit Agreement (the “Existing Obligations”) or including any other obligations, liabilities and indebtedness arising from a breach of the Borrowers evidenced by or arising under representations thereunder) shall survive the Existing amendment and restatement of the Original Credit Agreement or impair or adversely affect pursuant to this Agreement. (d) On and after the continuation of the Liens and other interests Closing Date, (i) each reference in the Loan Documents to the "Credit Agreement", "Loan Agreement", "thereunder", "thereof" or similar words referring to the Original Credit Agreement shall mean and be a reference to this Agreement or the relevant Collateral heretofore grantedDocument, pledged and/or assigned by as the Borrowers case may be, and Guarantors to Administrative Agent, except as otherwise expressly set forth (ii) each reference in the Security Agreement. All Existing Obligations Loan Documents to a "Note" shall mean and all other loans, advances and other financial accommodations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid be a Note as of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens defined in the Collateral pursuant to the terms of this Agreement and the Security Agreement. Upon the effective date of this Agreement, the Administrative Agent shall cause to be released and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that release.

Restatement. The (a) Except as otherwise stated in Section 11.2 hereof and this Section 11.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement Agreements are simultaneously hereby amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, superseded by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreementother Financing Agreements, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreement, except that EXCEPT THAT nothing herein or in the other Loan Documents shallFinancing Agreements shall impair or adversely affect the continuation of the liability of Borrowers for the Obligations heretofore incurred and the security interests, liens, and other interests in the Collateral heretofore granted, pledged and/or assigned by each Borrower to Lender (whether directly to Lender or to Lender as assignee of the Existing Lender under the Assignment Agreement or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities liabilities, and indebtedness of the Borrowers evidenced by or arising under the Existing Credit Agreement Agreements, and the liens and security interests securing interests securing such other obligations, liabilities and indebtedness, which shall not in any manner be impaired, limited, terminated, waived, or impair or adversely affect the continuation of the Liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. released. (c) All Existing Obligations and all other loans, advances and other financial accommodations under the Existing Credit Agreement Agreements and all other Obligations of Borrowers to Administrative Agent and Lenders that are Lender outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement Agreements or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant to the terms of this Agreement and the Security Agreement. Upon the effective date of this Agreementhereof, the Administrative Agent shall cause to be released and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute constitute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releasebe deemed Loans hereunder.

Restatement. The (a) Except as otherwise stated in Section 14.1 hereof and this Section 14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement Loan Agreement, the Third Amended and Restated Guarantee, dated July 31, 2009, by the Guarantors parties thereto in favor of Agent and Lenders, and the Third Amended and Restated General Security Agreement, dated July 31, 2009, by the Guarantors parties thereto in favor of Agent and Lenders are simultaneously hereby amended and restated in their entiretyentirety on the date hereof, and as so amended and restated, are hereby replaced and superseded, by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreementother Financing Agreements, except that nothing herein or in the other Loan Documents shallFinancing Agreements shall impair or adversely affect the continuation of the liability of Obligors for the Obligations. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of any of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers Obligors evidenced by or arising under the Existing Credit Agreement Financing Agreements, and the liens and security interests securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or impair or adversely affect released except for the continuation termination and release of any Liens and security interests of Agent in and to any Excluded Property. (b) The principal amount of the Liens Revolving Loans and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. All Existing Obligations and all other loans, advances and other financial accommodations under the Existing Letters of Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant to the terms of this Agreement and the Security Agreement. Upon the effective date of this Agreement, the Administrative Agent shall cause to be released and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and Financing Agreements shall execute and file, or consent be allocated to the filing by Revolving Loans and Letters of Credit hereunder in such amounts as Agent shall determine based upon the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releaseCommitments.

Restatement. The terms(a) On the Restatement Date, conditions, agreements, covenants, representations the Amended and warranties set forth in the Existing Restated Credit Agreement are simultaneously shall be amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, its entirety by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, Amended and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Restated Credit Agreement shall thereafter be of no further force and shall only be subject effect except to or bound evidence (i) the incurrence by the terms and provisions of this Agreement, except that nothing herein or in the other Loan Documents shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any Company of the “Obligations” existing under (and as defined in) in the Existing Amended and Restated Credit Agreement (the whether or not such “Existing Obligations”) or any other obligations, liabilities and indebtedness ” are contingent as of the Borrowers evidenced by or arising Restatement Date) and (ii) obligations of the Company to the extent such obligations would have survived the termination of the Original Credit Agreement in accordance with Section 9.8. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Amended and Restated Credit Agreement or impair evidence payment of all or adversely affect the continuation any portion of the Liens such obligations and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers liabilities. (b) The terms and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. All Existing Obligations and all other loans, advances and other financial accommodations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant to the terms conditions of this Agreement and the Security Agreement. Upon Administrative Agent’s and the effective date of this Agreement, the Administrative Agent shall cause to be released Lenders’ rights and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral remedies under this Agreement and the other Loan Documents shall execute apply to all of the Obligations incurred under the Amended and fileRestated Credit Agreement. (c) On and after the Restatement Date, (i) all references to the Amended and Restated Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Amended and Restated Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Amended and Restated Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Restatement Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Amended and Restated Credit Agreement as amended and restated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the filing Loans Documents remain in full force and effect unless otherwise specifically amended hereby or by the any other Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that releaseDocument.

Restatement. The (a) As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement are simultaneously hereby amended and restated in their entirety, and (i) as so amended and restated, are hereby replaced and superseded, by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing other Credit Agreement and shall only be subject to or bound by the terms and provisions of this AgreementDocuments, except that nothing herein or in the other Credit Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Loans and the Letters of Credit and all accrued and unpaid interest thereon and fees, costs, expenses and other charges with respect thereto (as amended and restated hereby and which are in all respects hereinafter subject to the terms of this Agreement and the other Credit Documents) and the security interests, liens, and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent or any Lender (whether directly, indirectly or otherwise) (as amended and restated hereby and which are in all respects subject to the terms of this Agreement and the other Loan Documents), and (ii) no action or omission by any Existing Credit Party in respect of the Existing Indebtedness Documents shallprior to the date hereof and no representation and warranty deemed made in respect of such Existing Loan Agreement pursuant to any request for Loans or Letters of Credit under the Existing Credit Agreement by any of the Existing Loan Parties prior to the date hereof shall be deemed the basis for any Default or Event of Default or the exercise of any remedies under this Agreement after the date hereof. (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Loans, the Letters of Credit and all accrued and unpaid interest thereon and fees with respect thereto, and the liens and security interests securing such obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers evidenced by or arising under the Existing Credit Agreement or impair or adversely affect the continuation of the Liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except for itself and the benefit of Lenders (as otherwise expressly set forth in the Security Agreement. All Existing Obligations amended and all other loans, advances restated hereby and other financial accommodations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant all respects subject to the terms of this Agreement and the Security Agreement. Upon other Credit Documents). (c) All of the effective date of this AgreementLoans, the Administrative Agent shall cause to be released Letters of Credit and satisfied the security interests all accrued and unpaid interest thereon and fees with respect thereto under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement Agreements shall be deemed Obligations of Borrowers and shall execute Guarantors pursuant to and file, or consent expressly subject to the filing by terms hereof. The principal amount of the Loan Parties Loans and the amount of all releases the Letters of Credit outstanding as of the date hereof under the Existing Indebtedness Documents shall be allocated to the Loans and other documents reasonably requested by Letters of Credit hereunder in such manner and in such amounts as Agent shall determine in accordance with the Loan Parties to effect and evidence that releaseterms hereof.

Restatement. The (a) As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement are simultaneously hereby amended and restated in their entirety, and (i) as so amended and restated, are hereby replaced and superseded, by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement and in the Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing other Credit Agreement and shall only be subject to or bound by the terms and provisions of this AgreementDocuments, except that nothing herein or in the other Credit Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Loans and the Letters of Credit and all accrued and unpaid interest thereon and fees, costs, expenses and other charges with respect thereto (as amended and restated hereby and which are in all respects hereinafter subject to the terms of this Agreement and the other Loan Documents) and the security interests, liens, and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent or any Lender (whether directly, indirectly or otherwise) (as amended and restated hereby and which are in all respects subject to the terms of this Agreement and the other Loan Documents), and (ii) no action or omission by any Existing Credit Party in respect of the Existing Indebtedness Documents shallprior to the date hereof and no representation and warranty deemed made in respect of such Existing Loan Agreement pursuant to any request for Loans or Letters of Credit under the Existing Credit Agreement by any of the Existing Loan Parties prior to the date hereof shall be deemed the basis for any Default or Event of Default or the exercise of any remedies under this Agreement after the date hereof. (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Loans, the Letters of Credit and all accrued and unpaid interest thereon and fees with respect thereto, and the liens and security interests securing such obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers evidenced by or arising under the Existing Credit Agreement or impair or adversely affect the continuation of the Liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except for itself and the benefit of Lenders (as otherwise expressly set forth in the Security Agreement. All Existing Obligations amended and all other loans, advances restated hereby and other financial accommodations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant all respects subject to the terms of this Agreement and the Security Agreement. Upon other Credit Documents). (c) All of the effective date of this AgreementLoans, the Administrative Agent shall cause to be released Letters of Credit and satisfied the security interests all accrued and unpaid interest thereon and fees with respect thereto under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement Agreements shall be deemed Obligations of Borrowers and shall execute Guarantors pursuant to and file, or consent expressly subject to the filing by terms hereof. The principal amount of the Loan Parties Loans and the amount of all releases the Letters of Credit outstanding as of the date hereof under the Existing Indebtedness Documents shall be allocated to the Loans and other documents reasonably requested by Letters of Credit hereunder in such manner and in such amounts as Agent shall determine in accordance with the Loan Parties to effect and evidence that releaseterms hereof.

Restatement. The terms(a) All loans and advances to Borrower outstanding under the Existing Loan Agreement immediately prior to the effectiveness hereof, conditions, agreements, covenants, representations and warranties set forth other than the principal balances of the Term Loans (as defined in the Existing Credit Agreement Loan Agreement) which are simultaneously amended and restated to be repaid in their entiretyfull concurrently herewith, shall be deemed outstanding Revolving Loans, and as so amended such Revolving Loans, together with all accrued interest, fees, charges and restated, are hereby replaced and superseded, by expenses under the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement and in the Security Existing Loan Agreement, shall in all respects be deemed Obligations hereunder and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound and governed by any the terms hereof and of the terms of the Existing Credit Agreement and other Financing Agreements and, subject to Section 2.4(d) hereof, shall only no longer be subject to or bound governed by the Existing Loan Agreement, which is being amended and restated by this Agreement. (b) All letters of credit, acceptances, merchandise purchase or other guarantees issued or opened by Lender under the Existing Loan Agreement or with respect to which Lender has, pursuant to the Existing Loan Agreement, indemnified the issuer or guaranteed to the issuer the performance by Borrower of its obligations to such issuer, shall, to the extent the same are outstanding immediately prior to the effectiveness hereof, be deemed Letter of Credit Accommodations to Borrower hereunder and shall be subject to and governed by the terms hereof and provisions of the other Financing Agreements, and, subject to Section 2.4(d) hereof, shall no longer be subject to or governed by the Existing Loan Agreement, which is being amended and restated by this Agreement, except that nothing herein or in . (c) Pursuant to the other Existing Loan Documents shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the “Obligations” existing under Agreement (and as defined in) therein), Lender has previously made "Term Loans" to Borrower in the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness aggregate original principal amount of $9,840,000 comprised of the Borrowers evidenced by or arising under the Existing Credit Agreement or impair or adversely affect the continuation of the Liens and other interests "Initial Term Loans" in the Collateral heretofore grantedaggregate original principal amount of $9,000,000, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth an "Additional Equipment Term Loan" in the Security Agreementoriginal principal amount of $840,000. All Existing Obligations and all other loans, advances and other financial accommodations under the Existing Credit Agreement Such Term Loans have an aggregate outstanding principal balance of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid $8,336,190.53 as of the date hereof and such balance shall be repaid, concurrently herewith, out of the proceeds of the issuance of the Senior Notes, as provided herein. Interest accrued on such balance shall be charged to the Revolving Loan account of Borrower as of October 31, 1997. (d) Notwithstanding the amendment and restatement of the Existing Loan Agreement pursuant to this Agreement, and except as expressly provided in Sections 5.2 and 5.3 hereof, nothing contained in this Agreement or any other Financing Agreements executed and delivered in connection herewith shall extinguish, impair or limit the liens, security interests, assignments, pledges and rights of setoff in or with respect to the existing and future property of Borrower and TFCC granted to or held by Lender pursuant to the Existing Credit Financing Agreements or the perfection or priority thereof. In addition, no right or remedy of Lender as against any third party under any of the Existing Financing Agreements, and no obligation of any Borrower or Obligor to any third party or to Lender under any Existing Financing Agreement to which a third party is a signatory, shall be discharged, impaired or otherwise affected by the amendment and restatement contained in this Agreement or otherwise any other Financing Agreement executed and delivered in connection herewith, and, accordingly, all Existing Financing Agreements to which a third party is a signatory shall be deemed Obligations of Borrowers continue in full force and effect. Such Existing Financing Agreements to which are secured by Liens in a third party is a signatory include, without limitation, all intercreditor agreements, subordination agreements, landlord and mortgagee waivers, bailee acknowledgment and notification letters, lockbox and blocked account agreements and insurance endorsements; provided, that the Collateral pursuant to TFH Subordination Agreement is being terminated contemporaneously with the terms of this Agreement and the Security Agreement. Upon the effective date effectiveness of this Agreement, the Administrative Agent shall cause to be released and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that release.