Common use of Restatement Clause in Contracts

Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either 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, the Obligations of the Loan Parties evidenced by or arising under the Original Credit Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms hereto.

Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as of the date hereof, the The terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)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 other Loan Documents executed Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or delivered on bound by any of the terms of the Existing Credit Agreement and shall only be subject to or after bound by the date hereofterms and provisions of this Agreement, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) The amendment and restatement contained herein shall notshall, 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 Loan Parties “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 Original Existing Credit Agreement, and Agreement or impair or adversely affect the continuation of the Liens and security other interests of each in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, for except as otherwise expressly set forth in the benefit of the Lenders, securing such Security Agreement. All Existing 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 such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Existing Credit Agreement of Borrowers to Administrative Agent and all other Obligations of the Loan Parties to the Agents, and the Lenders that are outstanding and unpaid as of the date hereof pursuant to the Original Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Loan Parties Collateral pursuant to the terms heretoof 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. (ia) Except as otherwise stated This Note amends and restates in Section 9.22(b) hereof and this Section 9.22(d), its entirety that certain senior secured convertible note dated as of the date hereofMay 28, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded 2020 issued by the Schedules delivered on and after Corporation to the Effective Date), and as so amended and restated, replaced and superseded by Holder (the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise“Original Secured Note”). (iib) The amendment and restatement contained herein of the Original Secured Note shall not, be effective as of the date of this Note. All obligations and rights of the Corporation or the Holder arising out of or relating to the period commencing on the date hereof shall be governed by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder (as defined in any manner, the 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, the Obligations or termination of the Loan Parties evidenced by or arising Corporation’s obligations under the Original Credit AgreementSecured Note or any other Transaction Document (as defined in the Original Secured Note; such documents, the “Existing Transaction Documents”) executed or delivered in connection therewith, 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 Liens Corporation hereby reaffirms all such obligations and security interests of each Agentcovenants, as hereby amended). (c) This Note does not extinguish the obligations for the benefit payment of money outstanding under the Original Secured Note or discharge or release the obligations of the LendersCorporation or any Subsidiary pursuant to the Existing Transaction Documents, the Liens granted in the Collateral pursuant to the Existing Transaction Documents or the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Original Secured Note, the other Existing Transaction Documents or instruments securing such Obligations and other obligations and liabilitiesthe same, which shall not 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 manner be impaired, limited, terminated, waived other Subsidiary from any of its obligations or released, but 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 in favor of such Agenteffect. The Corporation hereby agrees to execute and deliver all agreements, for documents and instruments and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, as determined by the benefit of themselves and Holder, to ensure that the Lenders. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof Liens pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of Existing Transaction Documents continue to secure the Loan Parties pursuant to obligations arising under this Note and under the terms heretoother Transaction Documents.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 2.2 hereof and this Section 9.22(d)2.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers for the Obligations heretofore incurred and evidenced by or arising under the Existing Agreement or the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) 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, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrowers evidenced by or arising under the Original Credit Existing Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and 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 such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, Loans and the Lenders Letter of Credit Accommodations outstanding and unpaid as of the date hereof pursuant under the Existing Agreement shall be allocated to the Original Loans and Letter of Credit Agreement or otherwise shall be deemed Obligations Accommodations hereunder in the same amounts as are outstanding as of the Loan Parties pursuant date hereof, and as between Revolving Loans and Supplemental Loans in such amounts as Pamida may request, subject to the terms heretoand conditions hereof, or if Agent does not receive such request as of the date hereof, then as Agent shall determine.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof 12.2 and this Section 9.22(d)12.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofDocuments, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower or any Guarantor for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral or any Lien heretofore granted, pledged or and/or assigned by the Loan Parties to either any Agent or any Lender (whether directly, indirectly or otherwise). (ii) 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, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrower evidenced by or arising under the Original Existing Credit Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and 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 such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, loans and the Lenders letters of credit outstanding and unpaid as of the date hereof pursuant to Amended and Restated Effective Date under the Original Existing Credit Agreement or otherwise shall constitute Revolving Credit Loans and Letters of Credit hereunder. On and after the Amended and Restated Effective Date, all letters of credit issued under the Existing Credit Agreement shall be deemed Obligations to be Letters of Credit issued under this Agreement and shall be subject to all the Loan Parties terms and conditions hereof (including, without limitation, Section 3.3(a)) as if such Letters of Credit were issued by the Issuing Lenders pursuant to the terms heretothis Agreement.

Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d)13.10, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Handy Loan Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Existing Borrowers and Existing Guarantors for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) and Lenders. 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 Indebtedness and other obligations and liabilities of the Loan Parties Borrowers evidenced by or arising under the Original Credit AgreementExisting Handy Financing Agreements, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and 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 such Agent, for the benefit of themselves and the Lenders. (iiiii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, Loans and the Lenders Letter of Credit Accommodations outstanding and unpaid as of the date hereof pursuant under and as defined in the Existing Handy Loan Agreement shall be allocated to the Original Loans and Letter of Credit Agreement or otherwise Accommodations hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to the terms heretodetermine.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 13.2 hereof and this Section 9.22(d)13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Agreements are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents Financing Agreements executed or and/or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liens liens, hypothecs and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties Borrowers or Guarantors to either Agent, Agent or any Lender (whether directly, indirectly or otherwise). (iib) 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 Indebtedness and other obligations and liabilities of the Loan Parties Borrowers or Guarantors evidenced by or arising under the Original Credit AgreementExisting Agreements, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, Agent securing such Obligations Indebtedness and 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 such Agent, Agent for the benefit of themselves itself and the Lenders. (iiic) All loans, advances and other financial accommodations under the Original Credit Agreement Existing Agreements and all other Obligations of the Loan Parties Borrowers and Guarantors to the Agents, Agent and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement Existing Agreements or otherwise shall be deemed Obligations of the Loan Parties Borrowers and Guarantors pursuant to the terms heretohereof. The principal amount of the Revolving Loans and the amount of the Letters of Credit Accommodations outstanding as of the date hereof under the Existing Agreements shall be allocated to the Revolving Loans and Letter of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with the terms hereof.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 13.2 hereof and this Section 9.22(d)13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded by the terms, conditions, conditions agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents Financing Agreements executed or and/or delivered on or after the date hereof; except, except that that, nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) The amendment and restatement contained herein shall notFinancing Agreements shall, 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 Loan Parties obligations, liabilities and indebtedness of Borrower, Maple and any other Obligor evidenced by or arising under the Original Credit AgreementExisting Loan Agreement or impair or adversely affect the continuation of the security interests, liens, and other interests in the Liens and security interests of each AgentCollateral heretofore granted, for the benefit of the Lenderspledged and/or assigned by Borrower, securing such Obligations and Maple or any 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 such Agent, for the benefit of themselves and the LendersObligor to Lender. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties Borrower, Maple and each other Obligor to the Agents, and the Lenders Lender that are outstanding and unpaid as of the date hereof pursuant to the Original Credit Existing Loan Agreement or otherwise the other Financing Agreements shall be deemed Obligations of the Loan Parties Borrower, Maple and each other Obligor pursuant to the terms heretohereof, and shall constitute and be deemed Loans and the Mebane Loan (as applicable) hereunder.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof 13.2 and this Section 9.22(d)13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan and Security Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofTransaction Documents, except that nothing herein or in the other Loan Transaction Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral or any Lien heretofore granted, pledged or and/or assigned by to the Loan Parties to either Collateral Agent or any Lender (whether directly, indirectly or otherwise). (ii) for the benefit of the Secured Parties. 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 Indebtedness and other obligations and liabilities of the Loan Parties Borrower evidenced by or arising under the Original Credit Existing Loan and Security Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and 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 such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the “Advances” (as defined in the Existing Loan Parties to the Agents, and the Lenders Security Agreement) outstanding and unpaid as of the A&R Effective Date under the Existing Loan and Security Agreement shall constitute Advances hereunder. On the A&R Effective Date, the Lenders shall make such purchases and sales of interests in the Advances outstanding as of such date hereof pursuant so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms heretothis Agreement.

Restatement. (a) On the Second Restatement Closing Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d)Agreement, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules any Notes delivered on and after the Effective Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or delivered on or after termination of the date hereof, except that nothing herein or “Obligations” (as defined in the other Loan Documents shall impair or adversely affect Existing Credit Agreement) under the continuation of Existing Credit Agreement as in effect prior to the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). Second Restatement Closing Date; (ii) The amendment such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens granted under the Existing Credit Agreement and restatement contained herein shall not, in each other collateral document pursuant to which all or any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of the Loan Parties evidenced by or arising under the Original Credit Agreement, “Obligations” are secured are in all respects continuing and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Existing 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 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 Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of such Agentany 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, for however, that it is understood and agreed that the benefit Borrower’s monetary obligations under the Existing Credit Agreement in respect of themselves the loans and the Lendersletters of credit thereunder are evidenced by this Agreement as provided in Article I hereof. (iiic) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations indemnification obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof Borrower pursuant to the Original Existing Credit Agreement or otherwise shall be deemed Obligations (including any arising from a breach of the Loan Parties representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. (d) On and after the terms heretoSecond Restatement Closing Date, (i) each reference in 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 (ii) each reference in the Loan Documents to a “Note” shall mean and be a Note as defined in this Agreement.

Restatement. (i) Except as In order to facilitate the Restatement and otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as to effectuate the desires of the date hereofLoan Parties, the Administrative Agent and the Lenders: (a) Each Loan Party, the Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Credit Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditionsconditions or matters related to any thereof, agreements, covenants, representations shall be and warranties set forth in the Original Credit Agreement hereby are simultaneously amended and restated in their entirety (excluding by the Schedules prepared as terms, conditions and provisions of this Credit Agreement, and the terms and provisions of the Original Closing DateExisting Credit Agreement, which except as otherwise expressly provided herein, shall be superceded superseded by this Credit Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this §17.19, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Loan Party under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than a Loan Party under the Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each of this Credit Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Credit Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Loan Parties under the Existing Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Credit Agreement, all Loans owing by the Schedules delivered Borrowers and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Existing Letters of Credit shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all LIBOR Rate Loans outstanding under the Existing Credit Agreement on the Effective Date shall remain in effect without renewal, interruption or extension as LIBOR Rate Loans under this Credit Agreement and accrue interest at the LIBOR Rate hereunder; provided, that on and after the Effective Date), and the Applicable Margin applicable to any Loan or Letter of Credit hereunder shall be as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofdefinition of Applicable Rate in §1.1, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties without regard to either 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, the Obligations of the Loan Parties evidenced by or arising margin applicable thereto under the Original Credit Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Existing Credit Agreement and all other Obligations of the Loan Parties prior to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms heretoEffective Date.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 13.2 hereof and this Section 9.22(d)13.4, as of the date hereofClosing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Amended and Restated Canadian Loan Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so are amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents Financing Agreements executed or and/or delivered on or after the date hereofClosing Date, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Canadian Borrower for the Obligations heretofore incurred and the security interests, liens Liens, and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties Canadian Borrower to either Agent, Tranche B Agent or any Canadian Lender (whether directly, indirectly or otherwise). (iib) 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 and other obligations, liabilities and indebtedness of the Loan Parties Canadian Borrower evidenced by or arising under the Original Credit Canadian Loan Agreement and the Amended and Restated Canadian Loan Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, Agent securing such Obligations and other obligations obligations, liabilities and liabilitiesindebtedness, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, Agent for the benefit of themselves itself, Tranche B Agent and the Canadian Lenders. (iiic) All loans, advances and other financial accommodations under the Original Credit Amended and Restated Canadian Loan Agreement and all other Obligations of the Loan Parties Canadian Borrower to the Agents, Agent and the Lenders outstanding and unpaid as of the date hereof Closing Date pursuant to the Original Credit Amended and Restated Canadian Loan Agreement or otherwise shall be deemed Obligations of the Loan Parties Canadian Borrower pursuant to the terms heretohereof. The principal amount of the Revolving Loans and the amount of the Letter of Credit Accommodations outstanding as of the Closing Date under the Amended and Restated Canadian 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 determine in accordance with the terms hereof.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 2.2 hereof and this Section 9.22(d)2.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Congress Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofAgreement, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties Borrower to either Agent (whether directly to Agent or any Lender (whether directly, indirectly to Agent as assignee of Congress under the Assignment Agreement or otherwise). (iib) 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 Loan Parties obligations, liabilities and indebtedness of Borrower evidenced by or arising under the Original Credit Existing Congress Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations other obligations, liabilities and other obligations and liabilitiesindebtedness, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiic) All loans, advances and other financial accommodations under the Original Credit Existing Congress Agreement and all other Obligations of the Loan Parties Borrower to the Agents, and the Lenders Congress outstanding and unpaid as of the date hereof pursuant to the Original Credit Existing Congress Agreement or otherwise shall be deemed Obligations of the Loan Parties Borrower pursuant to the terms heretohereof, and shall constitute and be deemed either Revolving Loans, Letter of Credit Accommodations or LC Loans to Borrower to the same extent and in the same amount as such Obligations were deemed to be under the Existing Congress Agreement.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 14.2 hereof and this Section 9.22(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Financing Agreements are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, are replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after Financing Agreements, and the date hereof, except that nothing herein or in the other Loan Documents Borrowers shall impair or adversely affect the continuation of the liability of the Loan Parties continue to be jointly and severally liable for the Obligations heretofore incurred (which obligations pursuant to the Existing Financing Agreements shall be deemed incorporated into, a part of, and the security interestsamended, liens restated and other interests allocated as provided in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwiseSection 14.4(b) hereof). (ii) . The amendment and restatement contained herein shall not, in any manner, be construed to constitute (i) payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of the Loan Parties Indebtedness and other obligations and liabilities of Borrowers evidenced by or arising under the Original Credit AgreementExisting Financing Agreements (all of which Indebtedness and other obligations and liabilities shall be deemed incorporated into, a part of, and amended, restated and allocated as provided in Section 14.4(b) hereof) or (ii) a release, termination or impairment of the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, all of which liens and security interests shall not in any manner be impaired, limited, terminated, waived or released, but deemed to secure the Obligations and shall continue in full force and effect in favor of such Agent, be assigned to Agent for the benefit of themselves and the Lenders. (iiib) All The principal amount of the revolving loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations amount of the Loan Parties to letters of credit (including all "Credits" as defined in the Agents, Existing Financing Agreements) and the Lenders principal amount of term loans outstanding and unpaid as of the date hereof pursuant to under the Original Credit Agreement or otherwise Existing Financing Agreements as set forth in Section 14.1 above shall be deemed Obligations Loans, Letter of the Loan Parties pursuant Credit Accommodations and Term Loans made under Sections 2.1, 2.2 and 2.3 of this Agreement, respectively, in such amounts as set forth in Section 14.1 above for revolving loans, letters of credit and term loans and shall be allocated Pro-Rata to the terms heretoLenders in accordance with their Commitment.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d)On the Closing Date, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)amended, and as so amended and restated, replaced restated and superseded by the termsin its entirety. The parties hereto acknowledge and agree that (i) this Agreement, conditions, agreements, covenants, representations and warranties set forth in this Agreement any Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or delivered on or after termination of the date hereof, except that nothing herein or "Obligations" (as defined in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (iiOriginal Credit Agreement) 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 the Loan Parties evidenced by or arising under the Original Credit Agreement as in effect prior to the Closing Date; (ii) such "Obligations" are in all respects continuing with only the terms thereof being modified as provided in this Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 such Agent, for the benefit of themselves and the Lenders. ; (iii) All loans, advances and other financial accommodations the Liens granted under the Original Credit Agreement and each other collateral document pursuant to which all other Obligations or any of the Loan Parties to "Obligations" are secured are in all respects continuing and in full force and effect and secure the Agentspayment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the 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 set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and the Lenders outstanding unconditionally ratifies and unpaid as of 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 Original Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights 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 Original Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower's monetary obligations under the Original Credit Agreement in respect of the 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 Original Credit Agreement or otherwise shall be deemed Obligations (including any arising from a breach of the Loan Parties representations thereunder) shall survive the amendment and restatement of the Original Credit Agreement pursuant to this Agreement. (d) On and after the terms heretoClosing 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 Document, as the case may be, and (ii) each reference in the Loan Documents to a "Note" shall mean and be a Note as defined in this Agreement.

Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded superseded by the Schedules delivered on and after the Effective Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either 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, the Obligations of the Loan Parties evidenced by or arising under the Original Credit Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms hereto.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 14.2 hereof and this Section 9.22(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers and Guarantors for the Obligations heretofore incurred 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 liens, hypothecs and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties Borrowers or Guarantors to either Existing Lender, Agent or any Lender other Secured Party (whether directly, indirectly or otherwise). (iib) 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 Existing Loans, the Existing Letters of the Loan Parties evidenced by or arising under the Original Credit Agreementand all accrued and unpaid interest thereon and fees with respect thereto, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 such Agent, Agent for the benefit of themselves itself and the LendersSecured Parties. (iiic) All loansof the Existing Loans, advances and other financial accommodations under the Original Existing Letters of Credit Agreement and all other accrued and unpaid interest thereon and fees with respect thereto shall be deemed Obligations of the Loan Parties Borrowers and Guarantors pursuant to the Agents, terms hereof. The principal amount of the Existing Loans and the Lenders amount of the Existing Letters of Credit outstanding and unpaid as of the date hereof pursuant shall be allocated to the Original Revolving Loans and Letters of Credit Agreement or otherwise hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to determine in accordance with the terms heretohereof.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 2.2 hereof and this Section 9.22(d)2.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Agreements are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofAgreement, except that nothing herein or in the ------ ---- other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by Borrower to Agent, for itself and the Loan Parties to either Agent or any benefit of Lender (whether directlydirectly to Agent, indirectly for itself and the benefit of Lender, or to Agent, for itself and the ratable benefit of Lender, as assignee of Lender or otherwise). (iib) 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 Loan Parties obligations, liabilities and indebtedness of Borrower evidenced by or arising under the Original Credit AgreementExisting Agreements, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations other obligations, liabilities and other obligations and liabilitiesindebtedness, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiic) All loans, advances and other financial accommodations under the Original Credit Agreement Existing Agreements and all other Obligations of the Loan Parties Borrower to the Agents, and the Lenders Lender outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement Existing Agreements or otherwise shall be deemed Obligations of the Loan Parties Borrower pursuant to the terms heretohereof, and shall constitute and be deemed Loans to Borrower hereunder to the same extent and in the same amount as such Obligations were deemed to be under the Existing Agreements.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 14.2 hereof and this Section 9.22(d)14.4, as of the date hereofClosing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Second Amended and Restated Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents Financing Agreements executed or and/or delivered on or after the date hereofClosing Date, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens Liens and other interests in the Collateral collateral heretofore granted, pledged or and/or assigned by the Loan Parties Borrower to either Agent Agent, Original Lender, Original Agent, any Lender, any Secured Party or any Lender of their respective Affiliates (whether directly, indirectly or otherwise). (iib) 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 and other obligations, liabilities and indebtedness of the Loan Parties Borrower evidenced by or arising under the Original Second Amended and Restated Credit Agreement, and the Liens and security interests of each Agent, for the benefit on behalf of the Lendersitself and Secured Parties, securing such Obligations and other obligations obligations, liabilities and liabilitiesindebtedness, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves itself and the LendersSecured Parties. (iiic) All loans, advances and other financial accommodations under the Original Second Amended and Restated Credit Agreement and all other Obligations obligations, liabilities and indebtedness of the Loan Parties to the Agents, and the Lenders Borrower outstanding and unpaid as of the date hereof Closing Date pursuant to the Original Second Amended and Restated Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties Borrower pursuant to the terms heretohereof. The principal amount of the Loans and the amount of the Letters of Credit Accommodations outstanding as of the Closing Date under the Second Amended and Restated Credit Agreement shall be allocated to the Loans and Letter of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with the terms hereof.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and (i) as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofCredit Documents, except that nothing herein or in the other Loan Credit Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers and Guarantors for the Obligations heretofore incurred 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 liens, and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties Borrowers or Guarantors to either 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 prior 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. (iib) 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 Loans, the Letters of the Loan Parties evidenced by or arising under the Original Credit Agreementand all accrued and unpaid interest thereon and fees with respect thereto, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 such Agent, for itself and the benefit of themselves Lenders (as amended and restated hereby and which are in all respects subject to the terms of this Agreement and the Lendersother Credit Documents). (iiic) All loansof the Loans, advances the Letters of Credit and other financial accommodations all accrued and unpaid interest thereon and fees with respect thereto under the Original Credit Agreement and all other Existing Agreements shall be deemed Obligations of the Loan Parties Borrowers and Guarantors pursuant to and expressly subject to the Agents, terms hereof. The principal amount of the Loans and the Lenders amount of the Letters of Credit outstanding and unpaid as of the date hereof pursuant under the Existing Indebtedness Documents shall be allocated to the Original Loans and Letters of Credit Agreement or otherwise hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to determine in accordance with the terms heretohereof.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 14.2 hereof and this Section 9.22(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents Financing Agreements executed or and/or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens Liens and other interests in the Collateral collateral heretofore granted, pledged or and/or assigned by the Loan Parties Borrower to either Agent Agent, Original Lender, any Lender, any Secured Party or any Lender of their respective Affiliates (whether directly, indirectly or otherwise). (iib) 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 and other obligations, liabilities and indebtedness of the Loan Parties Borrower evidenced by or arising under the Original Credit Existing Loan Agreement, and the Liens and security interests of each Agent, for the benefit on behalf of the Lendersitself and Secured Parties, securing such Obligations and other obligations obligations, liabilities and liabilitiesindebtedness, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves itself and the LendersSecured Parties. (iiic) All loans, advances and other financial accommodations under the Original Credit Existing Loan Agreement and all other Obligations obligations, liabilities and indebtedness of the Loan Parties Borrower to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Existing Loan Agreement or otherwise shall be deemed Obligations of the Loan Parties Borrower pursuant to the terms heretohereof. The principal amount of the Loans and the amount of the Letters of Credit Accommodations outstanding as of the date hereof under the Existing Loan Agreement shall be allocated to the Loans and Letter of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with the terms hereof.

Restatement. (a) On the Restatement Date, the Amended and Restated Credit Agreement shall be amended and restated in its entirety by this Agreement and the Amended and Restated Credit Agreement shall thereafter be of no further force and effect except to evidence (i) Except the incurrence by the Company of the “Obligations” under and as otherwise stated defined in Section 9.22(b) hereof the Amended and this Section 9.22(d), Restated Credit Agreement (whether or not such “Obligations” are contingent as of the date hereof, Restatement Date) and (ii) obligations of the terms, conditions, agreements, covenants, representations and warranties set forth in Company to the extent such obligations would have survived the termination of the Original Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as accordance with Section 9.8. This Agreement is not in any way intended to constitute a novation of the Original Closing Date, which shall be superceded by obligations and liabilities existing under the Schedules delivered on Amended and after Restated Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the Effective Date), Administrative Agent’s and as so amended the Lenders’ rights and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in remedies under this Agreement and the other Loan Documents executed shall apply to all of the Obligations incurred under the Amended and Restated 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 delivered 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 date hereofRestatement 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 that nothing as expressly provided herein or in the any other Loan Documents shall impair or adversely affect the continuation Document, all terms and conditions of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either 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, the Obligations of the Loan Parties evidenced by or arising under the Original Credit Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue Loans Documents remain in full force and effect in favor of such Agent, for the benefit of themselves and the Lendersunless otherwise specifically amended hereby or by any other Loan Document. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms hereto.

Restatement. (a) On the First Amendment Effective Date, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement and the Original Credit Agreement shall thereafter be of no further force and effect except to evidence (i) Except the incurrence by the Borrower of the “Obligations” under and as otherwise stated defined in Section 9.22(b) hereof and this Section 9.22(d), the Original Credit Agreement (whether or not such “Obligations” are contingent as of the date hereofFirst Amendment Effective Date), (ii) the terms, conditions, agreements, covenants, representations and warranties made by Holdings and the Borrower prior to the First Amendment Effective Date and (iii) any action or 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 Original Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. Notwithstanding anything herein to the contrary, all interest accrued for any Loan prior to the effectiveness of the First Amendment shall accrue at the applicable rate per annum set forth in the Original Credit Agreement. (b) The terms and conditions of this Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of Agents’ and the Original Closing Date, which shall be superceded by the Schedules delivered on Lenders’ rights and after the Effective Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in remedies under this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation apply to all of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either 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, the Obligations of the Loan Parties evidenced by or arising under the Original Credit Agreement, Agreement and continuing hereunder. (c) Holdings and the Borrower each reaffirm the Liens and security interests of each Agent, granted pursuant to the Loan Documents to the Administrative Agent for the benefit of the Lenders, securing such Obligations and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but Liens shall continue in full force and effect in favor during the term of such Agent, for this Agreement and any renewals thereof and shall continue to secure the benefit of themselves and the LendersObligations. (iiid) All loansOn and after the First Amendment Effective Date, advances and other financial accommodations under the Original Credit Agreement and (i) all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant references to the Original Credit Agreement or otherwise in the Loan Documents (other than this Agreement) shall be deemed Obligations 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 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 pursuant 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 the Agents, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the terms heretoGuarantors, the Collateral and the Security Documents and to execute any amendments, documents or instruments necessary to effect the amendments contemplated by this Agreement.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 14.1 hereof and this Section 9.22(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing 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 entirety (excluding on the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)date hereof, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Obligors for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) 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 Obligations Indebtedness and other obligations and liabilities of the Loan Parties Obligors evidenced by or arising under the Original Credit AgreementExisting Financing Agreements, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and 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 such Agent, released except for the benefit termination and release of themselves any Liens and the Lenderssecurity interests of Agent in and to any Excluded Property. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, Revolving Loans and the Lenders Letters of Credit outstanding and unpaid as of the date hereof pursuant under the Existing Financing Agreements shall be allocated to the Original Revolving Loans and Letters of Credit Agreement or otherwise hereunder in such amounts as Agent shall be deemed Obligations of determine based upon the Loan Parties pursuant to the terms heretoCommitments.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and (i) as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofCredit Documents, except that nothing herein or in the other Loan Credit Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers and Guarantors for the Obligations heretofore incurred 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 liens, and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties Borrowers or Guarantors to either 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 Agreement 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. (iib) 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 Loans, the Letters of the Loan Parties evidenced by or arising under the Original Credit Agreementand all accrued and unpaid interest thereon and fees with respect thereto, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 such Agent, for itself and the benefit of themselves Lenders (as amended and restated hereby and which are in all respects subject to the terms of this Agreement and the Lendersother Credit Documents). (iiic) All loansof the Loans, advances the Letters of Credit and other financial accommodations all accrued and unpaid interest thereon and fees with respect thereto under the Original Credit Agreement and all other Existing Agreements shall be deemed Obligations of the Loan Parties Borrowers and Guarantors pursuant to and expressly subject to the Agents, terms hereof. The principal amount of the Loans and the Lenders amount of the Letters of Credit outstanding and unpaid as of the date hereof pursuant under the Existing Indebtedness Documents shall be allocated to the Original Loans and Letters of Credit Agreement or otherwise hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to determine in accordance with the terms heretohereof.

Restatement. (a) Concurrently with the execution and delivery of this Agreement: (i) Except ORC, as otherwise stated survivor pursuant to the Merger, shall execute and deliver to Lender the Amended and Restated ORC Term Note pursuant to Section 3.3(a) 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 Term Note, which note shall be substituted for and replaced thereby, plus (B) additional Obligations in respect of the additional advance contemplated by Section 9.22(b3.3(a) hereof and this (ii) OMPC-NC shall execute and deliver to Lender the Amended and Restated OMPC-NC Term Note pursuant to Section 9.22(d)3.3(b) hereof, effective as of the date 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 hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded by, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Daterepresentations, which shall be superceded by the Schedules delivered on and after the Effective Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers for the Pre-Effective Date Obligations heretofore incurred and or the security interests, interests and liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by to Lender. Without limiting the Loan Parties to either Agent or any Lender (whether directlyforegoing, indirectly or otherwise). (ii) The 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 the Loan Parties Borrowers evidenced by or arising under the Original Credit AgreementOMPC Financing Agreements, and or the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and other obligations and liabilities, none of which shall not are in any manner be being impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lendersreleased hereby. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms hereto.

Restatement. (a) On the Restatement Date, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement and the Original Credit Agreement shall thereafter be of no further force and effect except to evidence (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as the incurrence by the Company of the date hereof, the terms, conditions, agreements, covenants, representations “Obligations” under and warranties set forth as defined in the Original Credit Agreement (whether or not such “Obligations” are simultaneously amended and restated in their entirety (excluding the Schedules prepared contingent as of the Restatement Date) and (ii) obligations of the Company to the extent such obligations would have survived the termination of the Original Closing Date, which shall be superceded by Credit Agreement in accordance with Section 9.8. This Agreement is not in any way intended to constitute a novation of the Schedules delivered on obligations and after liabilities existing under the Effective Date), Original Credit Agreement or evidence payment of all or any portion of such obligations and as so amended liabilities. (b) The terms and restated, replaced conditions of this Agreement and superseded by the terms, conditions, agreements, covenants, representations Administrative Agent’s and warranties set forth in the Lenders’ rights and remedies under this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation apply to all of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either 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, the Obligations of the Loan Parties evidenced by or arising under the Original Credit Agreement. (c) On and after 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 the Liens and security interests of each Agentrestated hereby, for the benefit (ii) all references to any section (or subsection) of the Lenders, securing such Obligations and other obligations and liabilities, which shall not Original Credit Agreement in any manner Loan Document (but not herein) shall be impairedamended to become, limitedmutatis mutandis, terminatedreferences to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, waived on or releasedafter the Restatement Date, but all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall continue 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 Loans Documents remain in full force and effect in favor of such Agent, for the benefit of themselves and the Lendersunless otherwise specifically amended hereby or by any other Loan Document. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms hereto.

Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Fifth Restated Closing Date, which shall be superceded superseded by the Schedules delivered on and after the Effective Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either any 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, the Obligations of the Loan Parties evidenced by or arising under the Original Existing Credit Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Existing Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Existing Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms hereto.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and (i) as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofCredit Documents, except that nothing herein or in the other Loan Credit Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers and Guarantors for the Obligations heretofore incurred 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 liens, and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties Borrowers or Guarantors to either 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 prior 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. (iib) 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 Loans, the Letters of the Loan Parties evidenced by or arising under the Original Credit Agreementand all accrued and unpaid interest thereon and fees with respect thereto, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 such Agent, for itself and the benefit of themselves Lenders (as amended and restated hereby and which are in all respects subject to the terms of this Agreement and the Lendersother Credit Documents). (iiic) All loansof the Loans, advances the Letters of Credit and other financial accommodations all accrued and unpaid interest thereon and fees with respect thereto under the Original Credit Agreement and all other Existing Agreements shall be deemed Obligations of the Loan Parties Borrowers and Guarantors pursuant to and expressly subject to the Agents, terms hereof. The principal amount of the Loans and the Lenders amount of the Letters of Credit outstanding and unpaid as of the date hereof pursuant under the Existing Indebtedness Documents shall be allocated to the Original Loans and Letters of Credit Agreement or otherwise hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to determine in accordance with the terms heretohereof.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as As of the date hereofRestatement Effective Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Loan Documents are simultaneously amended and restated in their entirety (excluding including the Schedules prepared as of schedules delivered prior to the Original Closing Restatement Effective Date, which shall be superceded superseded by the Schedules schedules delivered on and after the Restatement Effective Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the each Loan Parties Party for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the each Loan Parties Party to either Administrative Agent or any Lender (whether directly, indirectly or otherwise). (iib) 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 the Borrower and each other Loan Parties Party evidenced by or arising under any of the Original Credit AgreementLoan Documents, and the Liens and security interests of each Agent, Agent for the benefit of the Lenders, Lenders securing such Obligations and 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 such Agent, for the benefit of themselves and the Lenders. (iiic) All loans, advances and other financial accommodations under any of the Original Credit Agreement Loan Documents and all other Obligations of the Borrower and each other Loan Parties Party to the Agents, Agent and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement Loan Documents or otherwise shall be deemed Obligations of the Borrower and each other Loan Parties Party pursuant to the terms hereto. The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above. A-MARK PRECIOUS METALS, INC., as Borrower /s/ By: Name: Title: ▇▇ ▇▇▇▇▇▇▇, INC., as a Guarantor /s/ By: Name: Title: COLLATERAL FINANCE CORPORATION, as a Guarantor /s/ By: Name: Title: TRANSCONTINENTAL DEPOSITORY SERVICES, LLC, as a Guarantor /s/ By: Name: Title: A-M GLOBAL LOGISTICS, LLC, as a Guarantor /s/ By: Name: Title: AM&ST ASSOCIATES, LLC, as a Guarantor /s/ By: Name: Title: GOLDLINE, INC., as a Guarantor /s/ By: Name: Title: AM IP ASSETS, LLC, as a Guarantor /s/ By: Name: Title: AM SERVICES, INC., as a Guarantor /s/ By: Name: Title: CFC ALTERNATIVE INVESTMENTS, LLC, as a Guarantor /s/ By: Name: Title: GOLD PRICE GROUP, as a Guarantor /s/ By: Name: Title: ▇▇▇▇▇▇.▇▇▇, INC. as a Guarantor /s/ By: Name: Title: PROVIDENT METALS CORP, as a Guarantor /s/ By: Name: Title: BUY GOLD AND SILVER CORP. as a Guarantor /s/ By: Name: Title: MARKSMEN HOLDINGS, LLC as a Guarantor /s/ By: Name: Title: BX CORPORATION as a Guarantor /s/ By: Name: Title: PINEHURST COIN EXCHANGE, INC. as a Guarantor /s/ By: Name: Title: SPECTRUM GROUP INTERNATIONAL, LLC as a Guarantor /s/ By: Name: Title: ▇▇▇▇▇▇ & ▇▇▇▇▇▇ AUCTIONS, LLC as a Guarantor /s/ By: Name: Title: SPECTRUM NUMISMATICS INTERNATIONAL, INC. as a Guarantor /s/ By: Name: Title: ▇▇▇▇▇’▇-▇▇▇▇▇▇ NUMISMATICS, LLC as a Guarantor /s/ By: Name: Title: SBG FINANCE, LLC as a Guarantor /s/ By: Name: Title: SGI SUB, INC. as a Guarantor /s/ By: Name: Title: AMS HOLDING, LLC as a Guarantor /s/ By: Name: Title: ASSET MARKETING SERVICES, LLC as a Guarantor /s/ By: Name: Title: AM/AMS HOLDING, LLC as a Guarantor /s/ By: Name: Title: AM LPM SINGAPORE PTE. LTD. as a Guarantor /s/ By: Name: Title: AM PRECIOUS METALS SINGAPORE PTE. LTD. as a Guarantor /s/ By: Name: Title: CFC CANADA INC. as a Guarantor /s/ By: Name: Title: CIBC BANK USA, as Agent, as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and as a Lender /s/ By: Name: Title: /s/ By: Name: Title: CIBC Bank USA $90,000,000 21.301775148% Coöperatieve Rabobank U.A., New York Branch $45,000,000 10.650887574% Brown Brothers ▇▇▇▇▇▇▇▇ $40,000,000 9.467455621% Cal Bank & Trust $40,000,000 9.467455621% Natixis, New York Branch $40,000,000 9.467455621% Deutsche Bank AG, Amsterdam Branch $40,000,000 9.467455621% Industrial and Commercial Bank of China Limited, New York Branch $40,000,000 9.467455621% Sunwest Bank $30,000,000 7.100591716% BOKF, NA dba Bank of Oklahoma $30,000,000 7.100591716% HSBC $27,500,000 6.508875740% TOTALS $422,500,000 100% */ Carry out to nine decimal places. A-MARK PRECIOUS METALS, INC., as Borrower ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇ & ▇▇▇▇▇, LLP ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ CIBC BANK USA, as Agent, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and a Lender CIBC Bank USA ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇.▇.▇▇▇▇▇@▇▇▇▇.▇▇▇ CIBC Bank USA ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax No.: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇ ▇▇▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ LENDERS: COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇)-▇▇▇-▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ BOKF, NA dba BANK OF OKLAHOMA ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CALIFORNIA BANK & TRUST ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇, 1st Vice President BROWN BROTHERS ▇▇▇▇▇▇▇▇ & CO. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇.▇▇▇ Attn: PB Credit Admin HSBC ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ E New York, NY 10001 Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇▇ INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇▇.▇▇▇.▇▇ DEUTSCHE BANK AG, AMSTERDAM BRANCH ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, 1101 HE Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ SUNWEST BANK ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ NATIXIS, NEW YORK BRANCH ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ EXHIBIT A FORM OF NOTE $__________________ Denver, Colorado The undersigned, for value received, promises to pay to the order of ______________ (the “Lender”) and its registered assigns at the principal office of CIBC Bank USA (the “Agent”) in Denver, Colorado the aggregate unpaid amount of all Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown on the schedule attached hereto (and any continuation thereof) or in the records of the Lender), such principal amount to be payable on the dates set forth in the Credit Agreement. The undersigned further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Amended and Restated Credit Agreement, dated as of August 21, 2025 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated. This Note is made under and governed by the laws of the State of New York applicable to contracts made and to be performed entirely within such State. A-MARK PRECIOUS METALS, INC., as Borrower By: Name: Title: EXHIBIT B FORM OF COMPLIANCE CERTIFICATE To: CIBC Bank USA, as Agent Please refer to the Amended and Restated Credit Agreement dated as of August 21, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among A-MARK PRECIOUS METALS, INC.(the “Borrower”), the various financial institutions party thereto, and CIBC Bank USA, as Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof 13.2 and this Section 9.22(d)13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan and Security Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofTransaction Documents, except that nothing herein or in the other Loan Transaction Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral or any Lien heretofore granted, pledged or and/or assigned by to the Loan Parties to either Collateral Agent or any Lender (whether directly, indirectly or otherwise). (ii) for the benefit of the Secured Parties. 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 Indebtedness and other obligations and liabilities of the Loan Parties Borrower evidenced by or arising under the Original Credit Existing Loan and Security Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and 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 such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the “Advances” (as defined in the Existing Loan Parties to the Agents, and the Lenders Security Agreement) outstanding and unpaid as of the A&R Effective Date under the Existing Loan and Security Agreement shall constitute Advances hereunder. On the A&R Effective Date, the Lenders shall make such purchases and sales of interests in the Advances outstanding as of such date hereof pursuant so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect to this Agreement. -156- USActive 55348338.2 (c) All references to the Original Credit Agreement “Loan and Security Agreement” in the Transaction Documents shall from and after the A&R Effective Date be references to this Agreement, as the same may be amended, amended and restated, supplemented or otherwise shall be deemed Obligations of the Loan Parties pursuant modified from time to the terms heretotime.

Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as As of the date hereofEffective Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Note Purchase and Security Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofAgreement; except, except that that, nothing herein or in the other Loan Noteholder Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Guarantors for the Obligations heretofore incurred and the security interests, liens and other interests in continuation of Noteholder’s Liens on the Collateral heretofore granted, pledged or and /or assigned by pursuant to the Loan Parties 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 either Agent 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 Lender (whether directly, indirectly or otherwise). (ii) 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, the Obligations indebtedness and other obligations and liabilities of the Loan Parties Guarantors evidenced by or arising under the Original Credit AgreementExisting Note, the Existing Note Purchase and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Security Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms heretoother Noteholder Documents.

Restatement. (i) Except as otherwise stated in Section 9.22(b17.14(a) hereof and this Section 9.22(d17.14(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofDocuments, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties each Borrower or Guarantor for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) 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, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties each Borrower or Guarantor evidenced by or arising under the Original Existing Credit Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and 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 such Agent, for the benefit of themselves and the Lenders. (iiiii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to Loans and Letters of Credit (including the Agents, and the Lenders Existing Letters of Credit) outstanding and unpaid as of the date hereof pursuant under the Existing Credit Facility shall be allocated to the Original Loans and Letters of Credit Agreement or otherwise hereunder according to the Lenders’ Pro Rata Shares and in such manner and in such amounts as Agent shall determine. On and after the date hereof, all Existing Letters of Credit shall be deemed Obligations to be Letters of Credit issued under this Agreement and shall subject to all the Loan Parties terms and conditions hereof as if such Letters of Credit were issued by Issuing Bank pursuant to the terms heretothis Agreement.

Restatement. Borrower has heretofore been indebted to ----------- Lenders under the Original Agreement. Upon the execution and delivery of this Agreement by each of the parties hereto: (a) any loans made under the Original Agreement and outstanding as of the date hereof shall be deemed Loans made hereunder as of the 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 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) Except 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 or Section 2.16 hereof with respect thereto, (d) the Percentage Share of each Lender shall be as otherwise stated set forth in Section 9.22(bthe definition to this Agreement, (e) hereof all accrued and unpaid interest on the Loans and all accrued and unpaid fees and expenses under the Original Agreement shall be deemed to be outstanding under and governed by this Agreement, and (f) any party named as a "Lender" under the Existing Agreement that is not a signatory hereto as a Lender under this Agreement (an "Exiting Lender") shall cease to be a Lender and shall be released from its obligations under the Existing Agreement and this Section 9.22(d)Agreement, 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 amount of its new Percentage Share of all Loans as of the date hereof, the terms, conditions, agreements, covenants, representations . This Agreement amends and warranties set forth in restates the Original Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)its entirety, and as so amended upon the effectiveness hereto, all terms and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents provisions hereof shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either 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, the Obligations of the Loan Parties evidenced by or arising under the Original Credit Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to supersede the terms heretoand provisions thereof.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Security Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofCredit Documents, except that nothing herein or in the other Loan Credit Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Grantors for the Obligations heretofore incurred 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 liens, and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties Grantors to either Agent Collateral or any Lender Secured Party (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). (iib) 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 Loans, the Letters of the Loan Parties evidenced by or arising under the Original Credit Agreementand all accrued and unpaid interest thereon and fees with respect thereto, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 such Collateral Agent, for itself and the benefit of themselves the Secured Parties (as amended and the Lenders. (iii) All loans, advances restated hereby and other financial accommodations under the Original Credit Agreement and which are in all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant respects subject to the terms heretoof this Agreement and the other Credit Documents).

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Loan Documents are simultaneously amended and restated in their entirety (excluding including the Schedules prepared as of schedules delivered prior to the Original Closing Date, which shall be superceded superseded by the Schedules schedules delivered on and after the Effective Closing Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties 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 Loan Parties to either benefit of Administrative Agent or any Lender and Lenders (whether directly, indirectly or otherwise). (iib) 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 the Loan Parties Borrower evidenced by or arising under any of the Original Credit AgreementLoan Documents, and the Liens and security interests of each Administrative Agent, for the benefit of the Administrative Agent and Lenders, securing such Obligations and 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 such Agent, Administrative Agent for the benefit of themselves Administrative Agent and the Lenders. (iiic) All loans, advances and other financial accommodations under any of the Original Credit Agreement Loan Documents and all other Obligations of the Loan Parties Borrower to the Agents, Administrative Agent and the other Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement Loan Documents or otherwise shall be deemed Obligations of the Loan Parties Borrower pursuant to the terms hereto.

Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as of the date hereof, the The terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)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 other Loan Documents executed Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or delivered on bound by any of the terms of the Existing Credit Agreement and shall only be subject to or after bound by the date hereofterms and provisions of this Agreement, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) The amendment and restatement contained herein shall notshall, 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 Loan Parties “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 Original Existing Credit Agreement, and Agreement or impair or adversely affect the continuation of the Liens and security other interests of each in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Agent, for except as otherwise expressly set forth in the benefit of the Lenders, securing such Security Agreement. All Existing 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 such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Existing Credit Agreement of Borrowers to Agent and all other Obligations of the Loan Parties to the Agents, and the Lenders that are outstanding and unpaid as of the date hereof pursuant to the Original Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Loan Parties Collateral pursuant to the terms heretoof 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. (ia) Except as otherwise stated in Section 9.22(b) 11.2 hereof and this Section 9.22(d)11.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Agreements are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that EXCEPT THAT nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers for the Obligations heretofore incurred and the security interests, liens liens, and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties each Borrower to either Agent or any Lender (whether directly, indirectly directly to Lender or to Lender as assignee of the Existing Lender under the Assignment Agreement or otherwise). (iib) 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 Loan Parties obligations, liabilities, and indebtedness of Borrowers evidenced by or arising under the Original Credit AgreementExisting Agreements, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing interests securing such Obligations other obligations, liabilities and other obligations and liabilitiesindebtedness, which shall not in any manner be impaired, limited, terminated, waived waived, or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiic) All loans, advances and other financial accommodations under the Original Credit Agreement Existing Agreements and all other Obligations of the Loan Parties Borrowers to the Agents, and the Lenders Lender outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement Existing Agreements or otherwise shall be deemed Obligations of the Loan Parties Borrowers pursuant to the terms heretohereof, and shall constitute and be deemed Loans hereunder.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 13.2 hereof and this Section 9.22(d)13.4, as of the date hereofClosing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Amended and Restated US Loan Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so are amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents Financing Agreements executed or and/or delivered on or after the date hereofClosing Date, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties US Borrowers for the Obligations heretofore incurred and the security interests, liens Liens, and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties US Borrowers to either Agent, Tranche B Agent or any US Lender (whether directly, indirectly or otherwise). (iib) 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 and other obligations, liabilities and indebtedness of the Loan Parties US Borrowers evidenced by or arising under the Original Credit Agreement, US Loan Agreement and the Amended and Restated US Loan Agreement and the Liens and security interests of each Agent, for the benefit of the Lenders, Agent securing such Obligations and other obligations obligations, liabilities and liabilitiesindebtedness, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, Agent for the benefit of themselves itself, Tranche B Agent and the US Lenders. (iiic) All loans, advances and other financial accommodations under the Original Credit Amended and Restated US Loan Agreement and all other Obligations of the Loan Parties US Borrowers to the Agents, Agent and the US Lenders outstanding and unpaid as of the date hereof Closing Date pursuant to the Original Credit Amended and Restated US Loan Agreement or otherwise shall be deemed Obligations of the Loan Parties US Borrowers pursuant to the terms heretohereof. The principal amount of the Revolving Loans and the amount of the Letter of Credit Accommodations outstanding as of the 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 determine in accordance with the terms hereof.

Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofAgreement; except, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred pursuant to Existing Credit Agreement and the security interests, liens and other interests Loan Documents or the continuing existence of the Liens provided for in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Documents. 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 indebtedness, obligations and liabilities of the Loan Parties evidenced by or arising under the Original Credit Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Existing Credit Agreement or otherwise the other Loan Documents. On or immediately prior to the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement shall be deemed Obligations subsumed within and be governed by this Agreement; provided, however, that, each of the Loan Parties pursuant to “Loans” (as such term is defined in the terms heretoExisting Credit Agreement) outstanding under the Existing Credit Agreement on the Closing Date shall, for purposes of this Agreement, be included as Loans hereunder, and each of the “Letters of Credit” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Closing Date shall be included as Letters of Credit hereunder.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 14.1 hereof and this Section 9.22(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Loan Agreement, the Second Amended and Restated Guarantee, dated July 28, 2005, by the Guarantors parties thereto in favor of Agent and Lenders, and the Amended and Restated General Security Agreement, dated January 29, 2004, by the Guarantors parties thereto in favor of Agent and Lenders are simultaneously hereby amended and restated in their entirety (excluding on the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)date hereof, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Obligors for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) 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 Obligations Indebtedness and other obligations and liabilities of the Loan Parties Obligors evidenced by or arising under the Original Credit AgreementExisting Financing Agreements, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and 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 such Agent, released except for the benefit termination and release of themselves any Liens and the Lenderssecurity interests of Agent in and to any Excluded Property. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, Revolving Loans and the Lenders Letters of Credit outstanding and unpaid as of the date hereof pursuant under the Existing Financing Agreements shall be allocated to the Original Revolving Loans and Letters of Credit Agreement or otherwise hereunder in such amounts as Agent shall be deemed Obligations of determine based upon the Loan Parties pursuant to the terms heretoCommitments.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 14.2 hereof and this Section 9.22(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit 2005 Loan Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either any Agent or any Lender (whether directly, indirectly or otherwise). (ii) 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, the Obligations indebtedness and other obligations and liabilities of the Loan Parties Borrower evidenced by or arising under the Original Credit 2005 Loan Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations indebtedness and 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 such Agent, for the benefit of themselves and the Lenders. (iiib) Notwithstanding the foregoing, with respect to any Eurodollar Rate Loan (as defined in the 2005 Loan Agreement) having an Interest Period (as defined in the 2005 Loan Agreement) that terminates after the date hereof, such Eurodollar Rate Loan shall continue to be a Eurodollar Rate Loan under this Agreement with the same maturity (but reduced margin to reflect this Agreement) that it had under the 2005 Loan Agreement. (c) All loans, advances and other financial accommodations under the Original Credit Agreement and references in any or all other Obligations of the Loan Parties Financing Agreements to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit 2005 Loan Agreement or otherwise shall be deemed Obligations to be a reference to this Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time, and such Financing Agreements are hereby amended to reflect such reference. All references in any or all of the Loan Parties pursuant Financing Agreements to the terms heretoCongress Financial Corporation (Central) (i) in its capacity as collateral agent shall continue to be deemed to be a reference to Collateral Agent and (ii) in its capacity as administrative agent shall continue to be deemed to be a reference to Administrative Agent.

Restatement. (i) Except as otherwise stated in Section 9.22(bSections 11.17(a), (b) and (c) hereof and this Section 9.22(d11.17(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofAgreement, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Company for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties Company to either Agent or any Lender (whether directlythe Collateral Agent, indirectly or otherwise)for itself and for the benefit of the Administrative Agent, the Banks and the Bank Swap Parties. (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, the Obligations of any of the Loan Parties obligations, liabilities and indebtedness of the Company evidenced by or arising under the Original Credit AgreementExisting Loan Documents, and the Liens liens and security 116 interests of each Agent, for the benefit of the Lenders, securing such Obligations other obligations, liabilities and other obligations and liabilitiesindebtedness, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement Existing Loan Documents and all other Obligations of the Loan Parties Company to the Agents, and the Lenders Banks outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement Existing Loan Documents or otherwise shall be deemed Obligations of the Loan Parties Company pursuant to the terms hereto.hereof, and shall constitute and be deemed Loans and L/C Obligations, as the case may be, to the Company hereunder to the same extent and in the same amount as such Obligations were deemed to be under the Existing Loan Documents. 117

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Loan Agreements are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofAgreement, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers and Guarantors for the Obligations heretofore incurred 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 liens, hypothecs and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties Borrowers or Guarantors to either Agent, Collateral Agent or any Lender Secured Party (whether directly, indirectly or otherwise). (iib) 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 Existing Loans, the Existing Letters of the Loan Parties evidenced by or arising under the Original Credit Agreementand all accrued and unpaid interest thereon and fees with respect thereto, and the Liens liens and security interests of each Agent, for Agent and Collateral Agent in the benefit Collateral of the Lenders, Borrowers and Guarantors securing such Obligations and 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 such Agent, Agent or Collateral Agent (as the case may be) for the benefit of themselves itself and the LendersSecured Parties. (iiic) All loansof the Existing Loans, advances and other financial accommodations under the Original Existing Letters of Credit Agreement and all other accrued and unpaid interest thereon and fees with respect thereto shall be deemed Obligations of the Loan Parties Borrowers and Guarantors pursuant to the Agents, terms hereof. The principal amount of the Existing Loans and the Lenders amount of the Existing Letters of Credit outstanding and unpaid as of the date hereof pursuant shall be allocated to the Original Loans and Letters of Credit Agreement or otherwise hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to determine in accordance with the terms heretohereof.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 13.2 hereof and this Section 9.22(d)13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan Agreement and each of the General Security Agreements, dated September 22, 2000, made by Carrus and PBY are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties each Borrower or Guarantor for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) 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, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties each Borrower or Guarantor evidenced by or arising under the Original Credit Existing Loan Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and 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 such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to Loans and Letters of Credit Accommodations (including the Agents, and the Lenders Existing Letters of Credit) outstanding and unpaid as of the date hereof pursuant under the Existing Loan Agreement shall be allocated to the Original Loans and Letter of Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant Accommodations hereunder according to the terms heretoLenders' Pro Rata Shares and in such manner and in such amounts as Agent shall determine.

Restatement. (i) Except as otherwise stated in Section 9.22(b16.17(b) hereof and this Section 9.22(d16.17(e), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Loan Documents are simultaneously amended and restated in their entirety (excluding the Schedules schedules prepared as of the Original Closing Date, which shall be superceded superseded by the Schedules schedules delivered on and after the Effective ​ Closing Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties Borrowers to either 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, the Obligations of the Loan Parties Borrowers evidenced by or arising under any of the Original Credit AgreementExisting Loan Documents, and the Liens and security interests of each Agent, for the benefit of Agent and the Lenders, Lenders securing such Obligations and 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 such Agent, for the benefit of themselves and the LendersLender. (iii) All loans, advances and other financial accommodations under any of the Original Credit Agreement Existing Loan Documents and all other Obligations of the Loan Parties Borrowers to the Agents, Agent and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement Existing Loan Documents or otherwise shall be deemed Obligations of the Loan Parties Borrowers pursuant to the terms hereto.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof On the Closing Date, that certain Pledge and this Section 9.22(d)Security Agreement, dated as of March 17, 2017 (as amended, supplemented or otherwise modified prior to the date hereof, the terms, conditions, agreements, covenants, representations “Existing Pledge and warranties set forth in the Original Credit Agreement are simultaneously Security Agreement”) shall be amended and restated in their 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 (excluding i) Liens created under the Schedules prepared as of Existing Pledge and Security Agreement shall continue to exist under and be evidenced by this Agreement, (ii) the Original Existing Pledge and Security Agreement shall continue to evidence the representations and warranties made by the Grantors prior to the Closing Date, which and (iii) the Existing Pledge and Security Agreement shall continue to evidence any action or omission performed or required to be superceded by performed pursuant to the Schedules delivered on Existing Pledge and after Security Agreement prior to the Effective 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 so amended defined in the Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and restated, replaced liabilities existing under the Existing Pledge and superseded by Security Agreement. (b) The terms and conditions of this Agreement and the terms, conditions, agreements, covenants, representations Collateral Agent’s and warranties set forth in the Secured Parties’ rights and remedies under this Agreement and the other Loan Documents executed shall apply to all of the Obligations incurred under the Existing Credit Agreement as amended and restated by the Credit Agreement. (c) On and after the Closing Date, (i) all references to the Existing Pledge and Security Agreement (or delivered to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the 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 date hereofClosing 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, 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, whether or not similar and, except that nothing as expressly provided herein or in the any other Loan Documents shall impair or adversely affect the continuation of the liability Document, all terms and conditions of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either 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, the Obligations of the Loan Parties evidenced by or arising under the Original Credit Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue Documents remain in full force and effect in favor of such Agent, for the benefit of themselves and the Lendersunless specifically amended hereby or by any other Loan Document. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms hereto.

Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Sixth Restated Closing Date, which shall be superceded superseded by the Schedules delivered on and after the Effective Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either any 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, the Obligations of the Loan Parties evidenced by or arising under the Original Existing Credit Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Existing Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Existing Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms hereto.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 13.2 hereof and this Section 9.22(d)13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents Financing Agreements executed or and/or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens liens, hypothecs and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties Borrower to either Agent or any Lender (whether directly, indirectly or otherwise). (iib) 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 Indebtedness and other obligations and liabilities of the Loan Parties Borrower evidenced by or arising under the Original Credit Existing Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, Agent securing such Obligations Indebtedness and 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 such Agent, Agent for the benefit of themselves itself and the Lenders. (iiic) All loans, advances and other financial accommodations under the Original Credit Existing Agreement and all other Obligations of the Loan Parties Borrower to the Agents, Agent and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Existing Agreement or otherwise shall be deemed Obligations of the Loan Parties Borrower pursuant to the terms heretohereof. The principal amount of the Revolving Loans and the amount of the Letter of Credit Accommodations outstanding as of the date hereof under the Existing Agreement shall be allocated to the Revolving Loans and Letter of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with the terms hereof.

Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as 13.1 As of the date hereofEffective Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan and Security Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofEffective Date, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties any Co-Borrowers for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by any Co-Borrowers to the Loan Parties to either Lenders and/or the Collateral Agent (or any Lender (whether directly, indirectly or otherwisepredecessor of the Collateral Agent). (ii) 13.2 The amendment and restatement of the Existing Loan and Security Agreement 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 the Loan Parties any Co-Borrower evidenced by or arising under any of the Original Credit AgreementLoan Documents existing prior to the date hereof, and the Liens liens and security interests of each Agent, for the benefit Lenders or the Collateral Agent (or any predecessor of the Lenders, Collateral Agent) securing such Obligations and 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 such the Lenders and/or the Collateral Agent (or any predecessor of the Collateral Agent, for the benefit of themselves and the Lenders). (iii) 13.3 All loans, advances and other financial accommodations under any of the Original Credit Existing Loan and Security Agreement or any of the other Loan Documents existing prior to the date hereof and all other Obligations to the Lenders and/or the Collateral Agent (or any predecessor of the Loan Parties to the Agents, and the Lenders Collateral Agent) which are outstanding and unpaid (and are not otherwise converted into Equity Interest of the Parent as of the date hereof Effective Date) pursuant to the Original Credit Existing Loan and Security Agreement or any of the other Loan Documents existing prior to the date hereof or otherwise shall be deemed Obligations of the Loan Parties Borrower pursuant to the terms heretohereof.

Restatement. (i) Except as otherwise stated in Section 9.22(b) 15.150 hereof and this Section 9.22(d15.15(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Agreements are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofOther Documents, except that nothing herein or in the other Loan Other Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged or and/or assigned by Borrower to Agent, for the Loan Parties ratable benefit of the Lenders, which on and after the date hereof shall be deemed to either Agent or any Lender (whether directlyhave been granted to Agent, indirectly or otherwise). (ii) for the ratable benefit of the Lenders. 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 the Obligations (as defined in the Existing Agreements) of the Loan Parties Borrower evidenced by or arising under the Original Credit AgreementExisting Agreements, and the Liens liens and security interests of each Agent, for the ratable benefit of the Lenders, securing such indebtedness and the Obligations and other obligations and liabilities(as defined in the Existing Agreements), which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the ratable benefit of themselves and the Lenders. (iiiii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to Advances (as defined in the Agents, Existing Agreements) and the Lenders amount of the Letters of Credit (as defined in the Existing Agreements) outstanding and unpaid as of the date hereof pursuant under the Existing Agreements shall be allocated to the Original Revolving Advances and Letters of Credit Agreement or otherwise hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to the terms heretodetermine.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 13.2 hereof and this Section 9.22(d)13.4, as of the date hereofClosing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit US Loan Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so are amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents Financing Agreements executed or and/or delivered on or after the date hereofClosing Date, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties US Borrowers for the Obligations heretofore incurred and the security interests, liens Liens, and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties US Borrowers to either Agent or any US Lender (whether directly, indirectly or otherwise). (iib) 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 and other obligations, liabilities and indebtedness of the Loan Parties US Borrowers evidenced by or arising under the Original Credit US Loan Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, Agent securing such Obligations and other obligations obligations, liabilities and liabilitiesindebtedness, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, Agent for the benefit of themselves itself, Tranche B Agent and the US Lenders. (iiic) All loans, advances and other financial accommodations under the Original Credit US Loan Agreement and all other Obligations of the Loan Parties US Borrowers to the Agents, Agent and the US Lenders outstanding and unpaid as of the date hereof Closing Date pursuant to the Original Credit US Loan Agreement or otherwise shall be deemed Obligations of the Loan Parties US Borrowers pursuant to the terms heretohereof. The principal amount of the Revolving Loans and the amount of the Letter of Credit Accommodations outstanding as of the Closing Date under the Original 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 determine in accordance with the terms hereof.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 14.2 hereof and this Section 9.22(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Loan Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents Financing Agreements executed or and/or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens liens, hypothecs and other interests in the Collateral collateral heretofore granted, pledged or and/or assigned by the Loan Parties Borrower to either Agent Agent, Original Lender or any Lender (whether directly, indirectly or otherwise). (iib) 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 and other obligations and liabilities of the Loan Parties Borrower evidenced by or arising under the Original Credit Loan Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, Original Lender securing such Obligations and 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 such Agent, Agent for the benefit of themselves itself and the LendersSecured Parties. (iiic) All loans, advances and other financial accommodations under the Original Credit Loan Agreement and all other Obligations obligations, liabilities and indebtedness of the Loan Parties Borrower to the Agents, and the Lenders Original Lender outstanding and unpaid as of the date hereof pursuant to the Original Credit Loan Agreement or otherwise shall be deemed Obligations of the Loan Parties Borrower pursuant to the terms heretohereof. The principal amount of the Revolving Loans and the amount of the Letters of Credit Accommodations outstanding as of the date hereof under the Original 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 determine in accordance with the terms hereof.

Restatement. (i) Except as otherwise stated in Section 9.22(b11.8(b) hereof and this Section 9.22(d11.8(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Loan Documents are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofDocuments, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations “Obligations” (as defined in the Existing Credit Agreement), Indebtedness and other liabilities (collectively, the “Existing Obligations”) heretofore incurred incurred, granted, pledged, hypothecated and/or assigned to ▇▇▇▇▇ Fargo (in its capacity as agent under the Existing Credit Agreement) or the lenders party thereto under the Existing Credit Agreement and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Existing Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Documents. 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 Existing Obligations of the Loan Parties evidenced by or arising under the Original Credit AgreementExisting Loan Documents, and the Liens and security interests in the Collateral (as such term is defined herein) of each Agent, for ▇▇▇▇▇ Fargo (in its capacity as agent under the benefit of the Lenders, Existing Credit Agreement) securing such Obligations and other obligations and liabilitiesExisting Obligations, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves Lender. All Existing Obligations and the Lenders. (iii) All all other loans, advances and other financial accommodations under the Original Existing Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders that are outstanding and unpaid as of the date hereof pursuant to the Original Existing Credit Agreement or otherwise (including, without limitation, all Existing Obligations now or hereafter arising in connection with any existing Letters of Credit) shall be deemed Obligations of the Loan Parties under this Agreement which are secured by Liens in the Collateral pursuant to the terms heretoof this Agreement and the other Loan Documents. The parties have caused this Agreement to be executed as of the date on page 1. ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By /s/ ▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ Title: Authorized Signatory Address: ▇▇▇▇▇ Fargo Bank, National Association ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ BEACH BRANDS, INC. By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer Address: ▇▇▇▇▇▇▇▇ Beach Brands, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ SCHEDULE 2.5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 1. Unused Line Fee. Borrowers shall pay to Lender monthly an unused line fee equal to 0.20% per annum multiplied by the amount by which the Maximum Credit as then in effect exceeds the daily average of the principal balance of the outstanding Revolving Loans and Letters of Credit during the immediately preceding month (or part thereof) until payment in full of the Obligations. Such fees shall be payable on the first day of each calendar month in arrears and on the Termination Date.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 14.2 hereof and this Section 9.22(d)14.4, as of the date hereofClosing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Third Amended and Restated Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents Financing Agreements executed or and/or delivered on or after the date hereofClosing Date, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens Liens and other interests in the Collateral collateral heretofore granted, pledged or and/or assigned by the Loan Parties Borrower to either Agent Agent, Original Lender, Original Agent, any Lender, any Secured Party or any Lender of their respective Affiliates (whether directly, indirectly or otherwise). (iib) 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 and other obligations, liabilities and indebtedness of the Loan Parties Borrower evidenced by or arising under the Original Third Amended and Restated Credit Agreement, and the Liens and security interests of each Agent, for the benefit on behalf of the Lendersitself and Secured Parties, securing such Obligations and other obligations obligations, liabilities and liabilitiesindebtedness, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves itself and the LendersSecured Parties. (iiic) All loans, advances and other financial accommodations under the Original Third Amended and Restated Credit Agreement and all other Obligations obligations, liabilities and indebtedness of the Loan Parties to the Agents, and the Lenders Borrower outstanding and unpaid as of the date hereof Closing Date pursuant to the Original Third Amended and Restated Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties Borrower pursuant to the terms heretohereof. The principal amount of the Revolving Loans and the amount of the Letters of Credit Accommodations outstanding as of the Closing Date under the Third Amended and Restated Credit Agreement shall be allocated to the Revolving Loans and Letter of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with the terms hereof.

Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as As of the date hereofClosing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Security Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofAgreement; except, except that that, nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Grantors for the Secured Obligations heretofore incurred and the security interests, liens and other interests in continuation of Agent’s Liens on the Collateral heretofore granted, pledged or and /or assigned by pursuant to the Existing Security Agreement and the other Existing Loan Parties 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 either have a Lien upon the Collateral heretofore granted to ▇▇▇▇▇, 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 Lender (whether directly, indirectly or otherwise). (ii) 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, the Obligations indebtedness and other obligations and liabilities of the Loan Parties Grantors evidenced by or arising under the Original Credit Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and 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 such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Existing Security Agreement or otherwise shall be deemed Obligations of the other Existing Loan Parties pursuant to the terms heretoDocuments.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 13.2 hereof and this Section 9.22(d)13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties each Borrower or Guarantor for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) 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, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties each Borrower or Guarantor evidenced by or arising under the Original Credit AgreementExisting Loan Agreement and the other Existing Financing Agreements, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilitiesliabilities granted by Borrowers and Guarantors in the Existing Loan Agreement and the other Existing Financing Agreements, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to Loans and Letters of Credit Accommodations (including the Agents, and the Lenders Existing Letters of Credit) outstanding and unpaid as of the date hereof pursuant under the Existing Loan Agreement shall be allocated to the Original Loans and Letter of Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant Accommodations hereunder according to the terms heretoLenders’ Pro Rata Shares and in such manner and in such amounts as Agent shall determine.

Restatement. (ia) Except All loans and advances to Borrower outstanding under the Existing Loan Agreement immediately prior to the effectiveness hereof, other than the principal balances of the Term Loans (as otherwise stated defined in Section 9.22(bthe Existing Loan Agreement) which are to be repaid in full concurrently herewith, shall be deemed outstanding Revolving Loans, and such Revolving Loans, together with all accrued interest, fees, charges and expenses under the Existing Loan Agreement, shall in all respects be deemed Obligations hereunder and shall be subject to and governed by the terms hereof and 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. (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 of the other Financing Agreements, and, subject to Section 9.22(d2.4(d) hereof, shall no longer be subject to or governed by the Existing Loan Agreement, which is being amended and restated by this Agreement. (c) Pursuant to the Existing Loan Agreement (and as defined therein), Lender has previously made "Term Loans" to Borrower in the aggregate original principal amount of $9,840,000 comprised of the "Initial Term Loans" in the aggregate original principal amount of $9,000,000, and an "Additional Equipment Term Loan" in the original principal amount of $840,000. Such Term Loans have an aggregate outstanding principal balance of $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, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth nothing contained in this Agreement or any other Financing Agreements executed and the other Loan Documents executed or delivered on or after the date hereofin connection herewith shall extinguish, except that nothing herein or in the other Loan Documents shall impair or adversely affect limit the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the liens, security interests, liens assignments, pledges and other interests rights of setoff in or with respect to the Collateral heretofore grantedexisting and future property of Borrower and TFCC granted to or held by Lender pursuant to the Existing Financing Agreements or the perfection or priority thereof. In addition, pledged no right or assigned 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 Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) The amendment and restatement contained herein shall notin this Agreement or any other Financing Agreement executed and delivered in connection herewith, in any mannerand, be construed accordingly, all Existing Financing Agreements to constitute payment of, or impair, limit, cancel or extinguish, or constitute which a novation in respect of, the Obligations of the Loan Parties evidenced by or arising under the Original Credit Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but third party is a signatory shall continue in full force and effect in favor effect. Such Existing Financing Agreements to which 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 TFH Subordination Agreement is being terminated contemporaneously with the effectiveness of such Agent, for the benefit of themselves and the Lendersthis Agreement. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms hereto.