Common use of Restatement Clause in Contracts

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements are simultaneously amended and restated in their entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing Agreements executed and/or delivered on or after the date hereof, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of Borrowers or Guarantors evidenced by or arising under the Existing Agreements, and the liens and security interests of Agent securing such 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 Agent for the benefit of itself and Lenders. (c) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. 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. (a) Except as otherwise stated This Note amends and restates in Section 13.2 hereof and this Section 13.4, 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 Existing Agreements are simultaneously amended and restated in their entirety, and as so amended and restated, replaced and superseded 2020 issued by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and Corporation to the other Financing Agreements executed and/or delivered on or after Holder (the date hereof, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise“Original Secured Note”). (b) 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 or termination of the Corporation’s obligations under the Original Secured Note or any other Transaction Document (as defined in respect ofthe Original Secured Note; such documents, the Indebtedness “Existing Transaction Documents”) executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and other restatement of the obligations and liabilities covenants of Borrowers or Guarantors evidenced by or arising the Corporation under such Transaction Documents (and the Corporation hereby reaffirms all such obligations and covenants, as hereby amended). (c) This Note does not extinguish the obligations for the payment of money outstanding under the Original Secured Note or discharge or release the obligations of the Corporation or any Subsidiary pursuant to the Existing AgreementsTransaction Documents, and the liens and Liens granted in the Collateral pursuant to the Existing Transaction Documents or the priority of any mortgage, pledge, security interests agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of Agent the obligations outstanding under the Original Secured Note, the other Existing Transaction Documents or instruments securing such Indebtedness 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 Agent for effect. The Corporation hereby agrees to execute and deliver all agreements, 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 itself and Lenders. (c) All loansHolder, advances and other financial accommodations under to ensure that the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof Liens pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers Transaction Documents continue to secure the obligations arising under this Note and Guarantors pursuant to the terms hereof. 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 hereofother Transaction Documents.

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

Restatement. (ai) Except as otherwise stated in Section 13.2 16.20(b) hereof and this Section 13.416.20(e), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan Documents are simultaneously amended and restated in their entiretyentirety (excluding the schedules prepared as of the Closing Date, which shall be superseded by the schedules delivered on and after the Closing Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing Agreements Loan Documents executed and/or or delivered on or after the date hereof, except that nothing herein or in the other Financing Agreements Loan Documents shall impair or adversely affect the continuation of the liability of the Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liens, hypothecs liens and other interests in the Collateral heretofore granted, pledged and/or or assigned by the Borrowers or Guarantors to Agent, the Agent or any Lender (whether directly, indirectly or otherwise). (bii) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities Obligations of the Borrowers or Guarantors evidenced by or arising under any of the Existing AgreementsLoan Documents, and the liens Liens and security interests of the Agent and the Lenders securing such Indebtedness 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 Agent for the benefit of itself and LendersLender. (ciii) All loans, advances and other financial accommodations under any of the Existing Agreements Loan Documents and all other Obligations of the Borrowers and Guarantors to the Agent and the Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements Loan Documents or otherwise shall be deemed Obligations of the Borrowers and Guarantors pursuant to the terms hereof. The principal amount hereto. (iv) Each Loan Party hereby confirms the continuing effectiveness against such Loan Party of the Revolving Loans and the amount grants of the Letters of Credit Accommodations outstanding as of the date hereof under security interests made by such Loan Party pursuant to 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 hereofLoan Documents.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan Agreement are simultaneously amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereof; except, except that that, nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall notshall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect ofof any of the obligations, the Indebtedness liabilities and indebtedness of Borrower, Maple and any other obligations and liabilities of Borrowers or Guarantors Obligor evidenced by or arising under the Existing AgreementsLoan Agreement or impair or adversely affect the continuation of the security interests, liens, and other interests in the liens and security interests of Agent securing such Indebtedness and Collateral heretofore granted, pledged and/or assigned by Borrower, 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 Agent for the benefit of itself and LendersObligor to Lender. (cb) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers Borrower, Maple and Guarantors each other Obligor to Agent and Lenders Lender that are outstanding and unpaid as of the date hereof pursuant to the Existing Loan Agreement or the other Financing Agreements or otherwise shall be deemed Obligations of Borrowers Borrower, Maple and Guarantors each other Obligor pursuant to the terms hereof. The principal amount of the Revolving , and shall constitute and be deemed Loans and the amount of the Letters of Credit Accommodations outstanding Mebane Loan (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 hereofapplicable) hereunder.

Restatement. (a) Except as otherwise stated in Section 13.2 2.2 hereof and this Section 13.42.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofAgreements, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Obligations heretofore incurred and evidenced by or arising under the Existing Agreement or the security interests, liens, hypothecs liens and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise). (b) 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 Indebtedness and other obligations and liabilities of Borrowers or Guarantors evidenced by or arising under the Existing AgreementsAgreement, and the liens and security interests of Agent securing such 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 Agent for the benefit of itself and Lenders. (cb) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. The principal amount of the Revolving Loans and the amount of the Letters Letter of Credit Accommodations outstanding as of the date hereof under the Existing Agreements Agreement shall be allocated to the Revolving Loans and Letter of Credit Accommodations hereunder in such manner the same amounts as are outstanding as of the date hereof, and as between Revolving Loans and Supplemental Loans in such amounts as Pamida may request, subject to the terms and conditions hereof, or if Agent does not receive such request as of the date hereof, then as Agent shall determine in accordance with the terms hereofdetermine.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof 12.2 and this Section 13.412.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Credit Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofLoan Documents, except that nothing herein or in the other Financing Agreements Loan Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors the Borrower or any Guarantor for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral or any Lien heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, any Agent or any Lender (whether directly, indirectly or otherwise). (b) 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 Indebtedness and other obligations and liabilities of Borrowers or Guarantors the Borrower evidenced by or arising under the Existing AgreementsCredit Agreement, and the liens Liens and security interests of Agent securing such 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 Agent for the benefit of itself and Lenders. (cb) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. The principal amount of the Revolving Loans loans and the amount letters of the Letters of Credit Accommodations credit outstanding as of the date hereof Amended and Restated Effective Date under the Existing Agreements Credit Agreement 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 allocated deemed to the Revolving Loans and Letter be Letters of Credit Accommodations hereunder in such manner issued under this Agreement and in such amounts as Agent shall determine in accordance with be subject to all the terms hereofand conditions hereof (including, without limitation, Section 3.3(a)) as if such Letters of Credit were issued by the Issuing Lenders pursuant to this Agreement.

Restatement. (a) Except as otherwise stated in Section 13.2 14.2 hereof and this Section 13.414.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Original Loan Agreement are simultaneously amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereof, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors Borrower for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors Borrower to Agent, Agent Original Lender or any Lender (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness Obligations and other obligations and liabilities of Borrowers or Guarantors Borrower evidenced by or arising under the Existing AgreementsOriginal Loan Agreement, and the liens and security interests of Agent Original Lender securing such Indebtedness 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 Agent for the benefit of itself and LendersSecured Parties. (c) All loans, advances and other financial accommodations under the Existing Agreements Original Loan Agreement and all other Obligations obligations, liabilities and indebtedness of Borrowers and Guarantors Borrower to Agent and Lenders Original Lender outstanding and unpaid as of the date hereof pursuant to the Existing Agreements Original Loan Agreement or otherwise shall be deemed Obligations of Borrowers and Guarantors Borrower pursuant to the terms hereof. 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 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. (ai) Except as otherwise stated in Section 13.2 9.22(b) hereof and this Section 13.49.22(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Credit Agreement are simultaneously amended and restated in their entiretyentirety (excluding the Schedules prepared as of the Fifth Restated Closing Date, which shall be 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 Financing Agreements Loan Documents executed and/or or delivered on or after the date hereof, except that nothing herein or in the other Financing Agreements Loan Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors the Loan Parties for the Obligations heretofore incurred and the security interests, liens, hypothecs liens and other interests in the Collateral heretofore granted, pledged and/or or assigned by Borrowers or Guarantors the Loan Parties to Agent, any Agent or any Lender (whether directly, indirectly or otherwise). (bii) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities Obligations of Borrowers or Guarantors the Loan Parties evidenced by or arising under the Existing AgreementsCredit Agreement, and the liens Liens and security interests of Agent each Agent, for the benefit of the Lenders, securing such Indebtedness 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 Agent such Agent, for the benefit of itself themselves and the Lenders. (ciii) All loans, advances and other financial accommodations under the Existing Agreements Credit Agreement and all other Obligations of Borrowers the Loan Parties to the Agents, and Guarantors to Agent and the Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements Credit Agreement or otherwise shall be deemed Obligations of Borrowers and Guarantors the Loan Parties pursuant to the terms hereof. 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 hereofhereto.

Restatement. (ai) Except as otherwise stated in Section 13.2 9.22(b) hereof and this Section 13.49.22(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Credit Agreement are simultaneously amended and restated in their entiretyentirety (excluding the Schedules prepared as of the Sixth Restated Closing Date, which shall be 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 Financing Agreements Loan Documents executed and/or or delivered on or after the date hereof, except that nothing herein or in the other Financing Agreements Loan Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors the Loan Parties for the Obligations heretofore incurred and the security interests, liens, hypothecs liens and other interests in the Collateral heretofore granted, pledged and/or or assigned by Borrowers or Guarantors the Loan Parties to Agent, any Agent or any Lender (whether directly, indirectly or otherwise). (bii) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities Obligations of Borrowers or Guarantors the Loan Parties evidenced by or arising under the Existing AgreementsCredit Agreement, and the liens Liens and security interests of Agent each Agent, for the benefit of the Lenders, securing such Indebtedness 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 Agent such Agent, for the benefit of itself themselves and the Lenders. (ciii) All loans, advances and other financial accommodations under the Existing Agreements Credit Agreement and all other Obligations of Borrowers the Loan Parties to the Agents, and Guarantors to Agent and the Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements Credit Agreement or otherwise shall be deemed Obligations of Borrowers and Guarantors the Loan Parties pursuant to the terms hereof. 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 hereofhereto.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as As of the date hereofEffective Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Note Purchase and Security Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofAgreement; except, except that that, nothing herein or in the other Financing Agreements Noteholder Documents shall impair or adversely affect the continuation of the liability of Borrowers and the Guarantors for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in continuation of Noteholder’s Liens on the Collateral heretofore granted, pledged and/or and /or assigned by Borrowers or pursuant to the Existing Note Purchase and Security Agreement and the other Noteholder Documents. The Guarantors hereby acknowledge, confirm and agree that Noteholder has and shall continue to Agenthave a Lien upon the Collateral heretofore granted to Noteholder pursuant to the Existing Note Purchase and Security Agreement, Agent 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). (b) 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 Indebtedness indebtedness and other obligations and liabilities of Borrowers or the Guarantors evidenced by or arising under the Existing AgreementsNote, and the liens and security interests of Agent securing such 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 Agent for the benefit of itself and Lenders. (c) All loans, advances and other financial accommodations under the Existing Agreements Note Purchase and all Security Agreement or the other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. 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 hereofNoteholder Documents.

Restatement. (a) Except as otherwise stated in Section 13.2 2.2 hereof and this Section 13.42.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofAgreement, except that nothing herein or in the ------ ---- other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors Borrower for the Obligations heretofore incurred and the security interests, liens, hypothecs liens and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors Borrower to Agent, Agent or any for itself and the 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). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect ofof any of the obligations, the Indebtedness liabilities and other obligations and liabilities indebtedness of Borrowers or Guarantors Borrower evidenced by or arising under the Existing Agreements, and the liens and security interests of Agent securing such Indebtedness 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 Agent for the benefit of itself and Lenders. (c) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors Borrower to Agent and Lenders Lender outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors Borrower pursuant to the terms hereof. The principal , and shall constitute and be deemed Loans to Borrower hereunder to the same extent and in the same amount of the Revolving Loans and the amount of the Letters of Credit Accommodations outstanding as of the date hereof such Obligations were deemed to be 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 hereofAgreements.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of the date hereofClosing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Amended and Restated Canadian Loan Agreement are simultaneously amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofClosing Date, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors Canadian Borrower for the Obligations heretofore incurred and the security interests, liensLiens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors Canadian Borrower to Agent, Tranche B Agent or any Canadian Lender (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness Obligations and other obligations obligations, liabilities and liabilities indebtedness of Borrowers or Guarantors Canadian Borrower evidenced by or arising under the Existing AgreementsOriginal Canadian Loan Agreement and the Amended and Restated Canadian Loan Agreement, and the liens Liens and security interests of Agent securing such Indebtedness 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 Agent for the benefit of itself itself, Tranche B Agent and Canadian Lenders. (c) All loans, advances and other financial accommodations under the Existing Agreements Amended and Restated Canadian Loan Agreement and all other Obligations of Borrowers and Guarantors Canadian Borrower to Agent and Lenders outstanding and unpaid as of the date hereof Closing Date pursuant to the Existing Agreements Amended and Restated Canadian Loan Agreement or otherwise shall be deemed Obligations of Borrowers and Guarantors Canadian Borrower pursuant to the terms hereof. The principal amount of the Revolving Loans and the amount of the Letters Letter of Credit Accommodations outstanding as of the date hereof Closing Date under the Existing Agreements 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. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Credit Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofCredit Documents, except that nothing herein or in the other Financing Agreements Credit Documents shall impair or adversely affect the continuation of the liability of 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, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise) (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. (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness Loans, the Letters of Credit and other obligations all accrued and liabilities of Borrowers or Guarantors evidenced by or arising under the Existing Agreementsunpaid interest thereon and fees with respect thereto, and the liens and security interests of Agent securing such 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 Agent Agent, for itself and the benefit of itself Lenders (as amended and Lendersrestated hereby and which are in all respects subject to the terms of this Agreement and the other Credit Documents). (c) 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 Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to and expressly subject to the terms hereof. 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 Indebtedness Documents shall be allocated to the Revolving Loans and Letter Letters of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with the terms hereof.

Restatement. (a) Except Concurrently with the execution and delivery of this Agreement: (i) ORC, as otherwise stated in survivor pursuant to the Merger, shall execute and deliver to Lender the Amended and Restated ORC Term Note pursuant to Section 13.2 hereof and this Section 13.43.3(a) 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 Term Note, which note shall be substituted for and replaced thereby, plus (B) additional Obligations in respect of the additional advance contemplated by Section 3.3(a) hereof and (ii) OMPC-NC shall execute and deliver to Lender the Amended and Restated OMPC-NC Term Note pursuant to Section 3.3(b) hereof, effective as of the termsEffective Date, conditionswhich note shall be deemed to evidence (A) the amendment and restatement of, agreementsbut not the extinguishment of, covenants, representations and warranties set forth in the unpaid principal amount of the term loan previously evidenced by the Existing OMPC-NC Term Note, which note shall be substituted for and replaced thereby, plus (B) additional Obligations in respect of the additional advance contemplated by Section 3.3(b) hereof. (b) Borrowers hereby acknowledge and agree that (i) the Pre-Effective Date Obligations consisting of revolving loans previously made by Lender to OMPC, shall constitute and be deemed Revolving Loans under this Agreement to ORC, as survivor of the Merger, and shall be debited to ORC's loan account(s) with Lender in such manner as Lender shall, in its sole discretion, determine and (ii) the Pre-Effective Date Obligations consisting of revolving loans previously made by Lender to OMPC-NC, shall constitute and be deemed Revolving Loans to OMPC-NC under this Agreement, and shall be debited to OMPC-NC's loan account(s) with Lender in such manner as Lender shall, in its sole discretion, determine. (c) The OMPC Financing Agreements are simultaneously hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded by by, the terms, conditions, agreements, covenants, representations representations, and warranties set forth in this Agreement and the other Financing Agreements executed and/or delivered on or after the date hereofAgreements, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Pre-Effective Date Obligations heretofore incurred and or the security interests, liens, hypothecs interests and other interests in the Collateral liens heretofore granted, pledged and/or assigned by Borrowers or Guarantors to AgentLender. Without limiting the foregoing, Agent or any Lender (whether directly, indirectly or otherwise). (b) 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 Indebtedness and other obligations and liabilities Pre-Effective Date Obligations of Borrowers or Guarantors evidenced by or arising under the Existing OMPC Financing Agreements, and or the liens and security interests of Agent securing such Indebtedness and other obligations 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 Agent for the benefit of itself and Lendersreleased hereby. (c) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. 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. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of On the date hereofRestatement Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements are simultaneously Original Credit Agreement shall be amended and restated in their entirety, and as so amended and restated, replaced and superseded its entirety by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing Agreements executed and/or delivered on or after Original Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the date hereof, except that nothing herein or incurrence by the Company of the “Obligations” under and as defined in the other Financing Agreements shall impair Original Credit Agreement (whether or adversely affect the continuation not such “Obligations” are contingent as of the liability Restatement Date) and (ii) obligations of Borrowers the Company to the extent such obligations would have survived the termination of the Original Credit Agreement in accordance with Section 9.8. This Agreement is not in any way intended to constitute a novation of the obligations and Guarantors for liabilities existing under the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers Original Credit Agreement or Guarantors to Agent, Agent evidence payment of all or any Lender (whether directly, indirectly or otherwise)portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Obligations incurred 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 restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Restatement Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as amended and restated hereby. (d) This amendment and restatement contained 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 shall not, or in any mannerother Loan Document, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, all terms and conditions of the Indebtedness and other obligations and liabilities of Borrowers or Guarantors evidenced by or arising under the Existing Agreements, and the liens and security interests of Agent securing such Indebtedness 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 Agent for the benefit of itself and Lendersunless otherwise specifically amended hereby or by any other Loan Document. (c) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. 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. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as As of the date hereofRestatement Effective Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Original Loan Documents are simultaneously amended and restated in their entiretyentirety (including the schedules delivered prior to the Restatement Effective Date, which shall be superseded by the 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 Financing Agreements Loan Documents executed and/or or delivered on or after the date hereof, except that nothing herein or in the other Financing Agreements Loan Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors each Loan Party for the Obligations heretofore incurred and the security interests, liens, hypothecs liens and other interests in the Collateral heretofore granted, pledged and/or or assigned by Borrowers or Guarantors each Loan Party to Agent, Administrative Agent or any Lender (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness Obligations of Borrower and each other obligations and liabilities of Borrowers or Guarantors Loan Party evidenced by or arising under any of the Existing AgreementsOriginal Loan Documents, and the liens Liens and security interests of Agent for the benefit of the Lenders securing such Indebtedness 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 Agent for the benefit of itself and LendersAgent. (c) All loans, advances and other financial accommodations under any of the Existing Agreements Original Loan Documents and all other Obligations of Borrowers Borrower and Guarantors each other Loan Party to Agent and the Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements Original Loan Documents or otherwise shall be deemed Obligations of Borrowers Borrower and Guarantors each other Loan Party pursuant to the terms hereofhereto. The principal amount of the Revolving Loans parties hereto have caused this Agreement to be duly executed and the amount of the Letters of Credit Accommodations outstanding delivered by their duly authorized officers as of the date hereof under the Existing Agreements shall be allocated 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 Revolving 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 Letter any continuation thereof) or in the records of the Lender), such principal amount to be payable on the dates set forth in the Credit Accommodations hereunder 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 manner and in such amounts State. A-MARK PRECIOUS METALS, INC., as Borrower By: Name: Title: EXHIBIT B FORM OF COMPLIANCE CERTIFICATE To: CIBC Bank USA, as Agent shall determine 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 accordance with the terms hereofCredit Agreement.

Restatement. (ai) Except as otherwise stated in Section 13.2 15.150 hereof and this Section 13.415.15(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofOther Documents, except that nothing herein or in the other Financing Agreements Other Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors Borrower for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens, hypothecs liens and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged and/or assigned by Borrowers or Guarantors Borrower to Agent, Agent or any Lender (whether directlyfor the ratable benefit of the Lenders, indirectly or otherwise). (b) which on and after the date hereof shall be deemed to have been granted to Agent, 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 indebtedness and other obligations and liabilities the Obligations (as defined in the Existing Agreements) of Borrowers or Guarantors Borrower evidenced by or arising under the Existing Agreements, and the liens and security interests of Agent Agent, for the ratable benefit of the Lenders, securing such Indebtedness indebtedness and other obligations and liabilitiesthe Obligations (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 Agent Agent, for the ratable benefit of itself and the Lenders. (cii) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. The principal amount of the Revolving Loans Advances (as defined in the Existing Agreements) and the amount of the Letters of Credit Accommodations (as defined in the Existing Agreements) outstanding as of the date hereof under the Existing Agreements shall be allocated to the Revolving Loans Advances and Letter Letters of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with the terms hereofdetermine.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof All loans and this Section 13.4advances to Borrower outstanding under the Existing Loan Agreement immediately prior to the effectiveness hereof, as other than the principal balances of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth Term Loans (as defined in the Existing Agreements Loan Agreement) which are simultaneously amended and restated to be repaid in their entiretyfull concurrently herewith, shall be deemed outstanding Revolving Loans, and as so amended such Revolving Loans, together with all accrued interest, fees, charges and restatedexpenses under the Existing Loan Agreement, replaced shall in all respects be deemed Obligations hereunder and superseded shall be subject to and governed by the terms, conditions, agreements, covenants, representations terms hereof and warranties set forth in this Agreement and of the other Financing Agreements executed and/or delivered on or after the date and, subject to Section 2.4(d) hereof, except that nothing herein shall no longer be subject to or in governed by the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers Existing Loan Agreement, which is being amended and Guarantors for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned restated by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise)this Agreement. (b) The 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 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. (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, nothing contained in this Agreement or any other Financing Agreements executed and delivered in connection herewith shall extinguish, impair or limit the liens, security interests, assignments, pledges and rights of setoff in or with respect to the existing and future property of Borrower and TFCC granted to or held by Lender pursuant to the Existing Financing Agreements or the perfection or priority thereof. In addition, no right or remedy of Lender as against any third party under any of the Existing Financing Agreements, and no obligation of any Borrower or Obligor to any third party or to Lender under any Existing Financing Agreement to which a third party is a signatory, shall be discharged, impaired or otherwise affected by the amendment and restatement contained 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 Indebtedness and other obligations and liabilities of Borrowers or Guarantors evidenced by or arising under the Existing Agreements, and the liens and security interests of Agent securing such Indebtedness 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 of Agent for 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 benefit of itself and Lenders. (c) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. 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 TFH Subordination Agreement is being terminated contemporaneously with the terms hereofeffectiveness of this Agreement.

Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Loan Parties, the Administrative Agent and the Lenders: (a) Except as otherwise stated in Section 13.2 hereof Each Loan Party, the Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Section 13.4Credit Agreement, as the terms and provisions of the date hereofExisting 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 Existing Agreements hereby are simultaneously amended and restated in their entirety, and as so amended and restated, replaced and superseded entirety by the terms, conditionsconditions and provisions of this Credit Agreement, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing Agreements executed and/or delivered on or after terms and provisions of the date hereofExisting Credit Agreement, except that nothing herein or in the other Financing Agreements as otherwise expressly provided herein, shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned be superseded by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise)this Credit Agreement. (b) The Notwithstanding this amendment and restatement contained herein shall notof the Existing Credit Agreement, including anything in this §17.19, and in any mannerrelated “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, be construed to constitute 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 impair, limit, cancel or extinguish, 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 in respect ofof 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 Indebtedness Borrowers and other obligations and liabilities of Borrowers or Guarantors evidenced by or arising outstanding under the Existing AgreementsCredit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and the liens and security interests all Existing Letters of Agent securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but Credit shall continue in full force and effect in favor as Letters of Agent for the benefit of itself and Lenders. (c) All loans, advances and other financial accommodations Credit hereunder. Base Rate Loans under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of Credit Agreement shall accrue interest at the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. The principal amount of the Revolving Loans Base Rate hereunder and the amount of parties hereto agree that the Letters of Credit Accommodations Interest Periods for all LIBOR Rate Loans outstanding as of the date hereof under the Existing Agreements Credit Agreement on the Effective Date shall be allocated 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, the Applicable Margin applicable to the Revolving Loans and any Loan or Letter of Credit Accommodations hereunder shall be as set forth in such manner and the definition of Applicable Rate in such amounts as Agent shall determine in accordance with §1.1, without regard to any margin applicable thereto under the terms hereofExisting Credit Agreement prior to the Effective Date.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof On the Closing Date, that certain Pledge and this Section 13.4Security 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 Existing Agreements are simultaneously Security Agreement”) shall be amended and restated in their entiretyits entirety by this Agreement, and as so amended the Existing Pledge and restatedSecurity Agreement shall thereafter be of no further force and effect, replaced except that the Grantors, the Collateral Agent and superseded the Secured Parties agree that (i) Liens created under the Existing Pledge and Security Agreement shall continue to exist under and be evidenced by this Agreement, (ii) the terms, conditions, agreements, covenants, Existing Pledge and Security Agreement shall continue to evidence the representations and warranties made by the Grantors prior to the Closing Date, and (iii) the Existing Pledge and Security Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Pledge and Security Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Pledge and Security Agreement). The amendments and restatements set forth in this Agreement herein shall not cure any breach thereof or any “Default” or “Event of Default” under and the other Financing Agreements executed and/or delivered on or after the date hereof, except that nothing herein or as defined in the other Financing Agreements shall impair or adversely affect Existing Credit Agreement existing prior to the continuation Closing Date. This Agreement is not in any way intended to constitute a novation of the liability of Borrowers obligations and Guarantors for liabilities existing under the Obligations heretofore incurred Existing Pledge and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise)Security Agreement. (b) The terms and conditions of this Agreement and the Collateral Agent’s and the Secured Parties’ rights and remedies under this Agreement and the other Loan Documents 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 to any amendment or any amendment and restatement contained herein thereof) in the Loan Documents (other than this Agreement) shall notbe 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 mannerLoan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be construed deemed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of Borrowers or Guarantors evidenced by or arising under be references to the Existing AgreementsPledge and Security Agreement, as amended and the liens restated hereby. (d) This amendment and security interests of Agent securing such Indebtedness restatement is limited as written and is not a consent to any other obligations and liabilitiesamendment, which shall restatement or waiver, whether or not similar and, except as expressly provided herein or in any manner be impairedother Loan Document, limited, terminated, waived or released, but shall continue all terms and conditions of the Loan Documents remain in full force and effect in favor of Agent for the benefit of itself and Lendersunless specifically amended hereby or by any other Loan Document. (c) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. 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. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of the date hereofClosing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Original US Loan Agreement are simultaneously amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofClosing Date, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of US Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liensLiens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by US Borrowers or Guarantors to Agent, Agent or any US Lender (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness Obligations and other obligations obligations, liabilities and liabilities indebtedness of US Borrowers or Guarantors evidenced by or arising under the Existing AgreementsOriginal US Loan Agreement, and the liens Liens and security interests of Agent securing such Indebtedness 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 Agent for the benefit of itself itself, Tranche B Agent and US Lenders. (c) All loans, advances and other financial accommodations under the Existing Agreements Original US Loan Agreement and all other Obligations of US Borrowers and Guarantors to Agent and US Lenders outstanding and unpaid as of the date hereof Closing Date pursuant to the Existing Agreements Original US Loan Agreement or otherwise shall be deemed Obligations of US Borrowers and Guarantors pursuant to the terms hereof. The principal amount of the Revolving Loans and the amount of the Letters Letter of Credit Accommodations outstanding as of the date hereof Closing Date under the Existing Agreements 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. (a) Except as otherwise stated in Section 13.2 14.2 hereof and this Section 13.414.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan Agreement are simultaneously amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereof, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors Borrower for the Obligations heretofore incurred and the security interests, liens, hypothecs Liens and other interests in the Collateral collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors Borrower to Agent, Agent Original Lender, any Lender, any Secured Party or any Lender of their respective Affiliates (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness Obligations and other obligations obligations, liabilities and liabilities indebtedness of Borrowers or Guarantors Borrower evidenced by or arising under the Existing AgreementsLoan Agreement, and the liens Liens of Agent, on behalf of itself and security interests of Agent Secured Parties, securing such Indebtedness 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 Agent Agent, for the benefit of itself and LendersSecured Parties. (c) All loans, advances and other financial accommodations under the Existing Agreements Loan Agreement and all other Obligations obligations, liabilities and indebtedness of Borrowers and Guarantors Borrower to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements Loan Agreement or otherwise shall be deemed Obligations of Borrowers and Guarantors Borrower pursuant to the terms hereof. 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 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. 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) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of any loans made under the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements are simultaneously amended and restated in their entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Original Agreement and the other Financing Agreements executed and/or delivered on or after the date hereof, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of Borrowers or Guarantors evidenced by or arising under the Existing Agreements, and the liens and security interests of Agent securing such 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 Agent for the benefit of itself and Lenders. (c) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. The principal amount of the Revolving Loans and the amount of the Letters of Credit Accommodations 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) 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 set forth in the definition to this Agreement, (e) 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 Agreements 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 allocated to released from its obligations under the Revolving Existing Agreement and this Agreement, and Borrower shall make such adjustments in the Loans, including the borrowing of additional Loans and Letter the repayment of Credit Accommodations hereunder 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 such manner full all Exiting Lenders and to provide for Loans by each Lender in such amounts the amount of its new Percentage Share of all Loans as Agent of the date hereof. This Agreement amends and restates the Original Agreement in its entirety, and upon the effectiveness hereto, all terms and provisions hereof shall determine in accordance with supersede the terms hereofand provisions thereof.

Restatement. (a) Except as otherwise stated in Section 13.2 14.2 hereof and this Section 13.414.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements 2005 Loan Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofAgreements, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors Borrower for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, any Agent or any Lender (whether directly, indirectly or otherwise). (b) 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 Indebtedness indebtedness and other obligations and liabilities of Borrowers or Guarantors Borrower evidenced by or arising under the Existing Agreements2005 Loan Agreement, and the liens and security interests of Agent securing such Indebtedness indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released. (b) Notwithstanding the foregoing, but 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 in full force and effect in favor of Agent for to be a Eurodollar Rate Loan under this Agreement with the benefit of itself and Lenderssame 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 Existing Agreements and references in any or all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant Financing Agreements to the Existing Agreements or otherwise 2005 Loan Agreement shall be deemed Obligations of Borrowers to be a reference to this Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time, and Guarantors pursuant such Financing Agreements are hereby amended to the terms hereofreflect such reference. The principal amount All references in any or all of the Revolving Loans Financing Agreements to Congress Financial Corporation (Central) (i) in its capacity as collateral agent shall continue to be deemed to be a reference to Collateral Agent and the amount of the Letters of Credit Accommodations outstanding (ii) in its capacity as of the date hereof under the Existing Agreements administrative agent shall continue to be allocated deemed 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 hereofbe a reference to Administrative Agent.

Restatement. (ai) Except as otherwise stated in Section 13.2 Sections 11.17(a), (b) and (c) hereof and this Section 13.411.17(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Credit Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofAgreement, except that nothing herein or in the other Financing Agreements Loan Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors the Company for the Obligations heretofore incurred and the security interests, liens, hypothecs liens and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors the Company to the Collateral Agent, Agent or any Lender (whether directlyfor itself and for the benefit of the Administrative Agent, indirectly or otherwise)the Banks and the Bank Swap Parties. (bii) 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 ofof any of the obligations, liabilities and indebtedness of the Indebtedness and other obligations and liabilities of Borrowers or Guarantors Company evidenced by or arising under the Existing AgreementsLoan Documents, and the liens and security 116 interests of Agent securing such Indebtedness 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 Agent for the benefit of itself and Lenders. (ciii) All loans, advances and other financial accommodations under the Existing Agreements Loan Documents and all other Obligations of Borrowers and Guarantors the Company to Agent and Lenders the Banks outstanding and unpaid as of the date hereof pursuant to the Existing Agreements Loan Documents or otherwise shall be deemed Obligations of Borrowers and Guarantors the Company pursuant to the terms hereof. The principal amount of the Revolving , 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 of the Letters of Credit Accommodations outstanding as of the date hereof such Obligations were deemed to be 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.Loan Documents. 117

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Loan Agreements are simultaneously amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofAgreement, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of 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, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Collateral Agent or any Lender Secured Party (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of Borrowers or Guarantors evidenced by or arising under Existing Loans, the Existing AgreementsLetters of Credit and all accrued and unpaid interest thereon and fees with respect thereto, and the liens and security interests of Agent and Collateral Agent in the Collateral of Borrowers and Guarantors securing such 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 Agent or Collateral Agent (as the case may be) for the benefit of itself and LendersSecured Parties. (c) All loans, advances and other financial accommodations under of the Existing Agreements Loans, the Existing Letters of Credit and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding accrued and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise interest thereon and fees with respect thereto shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. The principal amount of the Revolving Existing Loans and the amount of the Existing Letters of Credit Accommodations outstanding as of the date hereof under the Existing Agreements shall be allocated to the Revolving Loans and Letter Letters of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with the terms hereof.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements 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, 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 Financing Agreements executed and/or delivered on or after the date hereofAgreements, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors each Borrower or Guarantor for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise). (b) 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 Indebtedness and other obligations and liabilities of Borrowers each Borrower or Guarantors Guarantor evidenced by or arising under the Existing AgreementsLoan Agreement, and the liens and security interests of Agent securing such 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 Agent for the benefit of itself and Lenders. (cb) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. The principal amount of the Revolving Loans and the amount of the Letters of Credit Accommodations (including the Existing Letters of Credit) outstanding as of the date hereof under the Existing Agreements Loan Agreement shall be allocated to the Revolving Loans and Letter of Credit Accommodations hereunder according to the Lenders' Pro Rata Shares and in such manner and in such amounts as Agent shall determine in accordance with the terms hereofdetermine.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of the date hereofClosing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Amended and Restated US Loan Agreement are simultaneously amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofClosing Date, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of US Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liensLiens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by US Borrowers or Guarantors to Agent, Tranche B Agent or any US Lender (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness Obligations and other obligations obligations, liabilities and liabilities indebtedness of US Borrowers or Guarantors evidenced by or arising under the Existing Agreements, Original US Loan Agreement and the liens Amended and Restated US Loan Agreement and the Liens and security interests of Agent securing such Indebtedness 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 Agent for the benefit of itself itself, Tranche B Agent and US Lenders. (c) All loans, advances and other financial accommodations under the Existing Agreements Amended and Restated US Loan Agreement and all other Obligations of US Borrowers and Guarantors to Agent and US Lenders outstanding and unpaid as of the date hereof Closing Date pursuant to the Existing Agreements Amended and Restated US Loan Agreement or otherwise shall be deemed Obligations of US Borrowers and Guarantors pursuant to the terms hereof. The principal amount of the Revolving Loans and the amount of the Letters Letter of Credit Accommodations outstanding as of the date hereof Closing Date under the Existing Agreements 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. (a) Except as otherwise stated in Section 13.2 14.2 hereof and this Section 13.414.4, as of the date hereofClosing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Third Amended and Restated Credit Agreement are simultaneously amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofClosing Date, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors Borrower for the Obligations heretofore incurred and the security interests, liens, hypothecs Liens and other interests in the Collateral collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors Borrower to Agent, Agent Original Lender, Original Agent, any Lender, any Secured Party or any Lender of their respective Affiliates (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness Obligations and other obligations obligations, liabilities and liabilities indebtedness of Borrowers or Guarantors Borrower evidenced by or arising under the Existing AgreementsThird Amended and Restated Credit Agreement, and the liens Liens of Agent, on behalf of itself and security interests of Agent Secured Parties, securing such Indebtedness 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 Agent Agent, for the benefit of itself and LendersSecured Parties. (c) All loans, advances and other financial accommodations under the Existing Agreements Third Amended and Restated Credit Agreement and all other Obligations obligations, liabilities and indebtedness of Borrowers and Guarantors to Agent and Lenders Borrower outstanding and unpaid as of the date hereof Closing Date pursuant to the Existing Agreements Third Amended and Restated Credit Agreement or otherwise shall be deemed Obligations of Borrowers and Guarantors Borrower pursuant to the terms hereof. The principal amount of the Revolving Loans and the amount of the Letters of Credit Accommodations outstanding as of the date hereof Closing Date under the Existing Agreements 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. (a) Except as otherwise stated in Section 13.2 11.2 hereof and this Section 13.411.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofAgreements, except that EXCEPT THAT nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors each Borrower to Agent, 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). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect ofof any of the obligations, the Indebtedness liabilities, and other obligations and liabilities indebtedness of Borrowers or Guarantors evidenced by or arising under the Existing Agreements, and the liens and security interests of Agent securing interests securing such Indebtedness 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 Agent for the benefit of itself and Lenders. (c) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders Lender outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. The principal amount of the Revolving , and shall constitute and be deemed 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 hereofhereunder.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as 13.1 As of the date hereofEffective Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan and Security Agreement are simultaneously amended and restated in their 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 Financing Agreements Loan Documents executed and/or or delivered on or after the date hereofEffective Date, except that nothing herein or in the other Financing Agreements Loan Documents shall impair or adversely affect the continuation of the liability of any Co-Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liens, hypothecs liens and other interests in the Collateral heretofore granted, pledged and/or or assigned by any Co-Borrowers or Guarantors to Agent, the Lenders and/or the Collateral Agent (or any Lender (whether directly, indirectly or otherwisepredecessor of the Collateral Agent). (b) 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 Indebtedness and other obligations and liabilities Obligations of Borrowers or Guarantors any Co-Borrower evidenced by or arising under any of the Existing AgreementsLoan Documents existing prior to the date hereof, and the liens and security interests of the Lenders or the Collateral Agent (or any predecessor of the Collateral Agent) securing such Indebtedness 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 the Lenders and/or the Collateral Agent for (or any predecessor of the benefit of itself and LendersCollateral Agent). (c) 13.3 All loans, advances and other financial accommodations under any of the Existing Agreements 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 Borrowers and Guarantors to Agent and Lenders the 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 Existing Agreements Loan and Security Agreement or any of the other Loan Documents existing prior to the date hereof or otherwise shall be deemed Obligations of Borrowers and Guarantors the Borrower pursuant to the terms hereof. 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. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Security Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofCredit Documents, except that nothing herein or in the other Financing Agreements Credit Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors 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, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors Grantors to Agent, 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). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness Loans, the Letters of Credit and other obligations all accrued and liabilities of Borrowers or Guarantors evidenced by or arising under the Existing Agreementsunpaid interest thereon and fees with respect thereto, and the liens and security interests of Agent securing such 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 Agent Collateral Agent, for itself and the benefit of itself the Secured Parties (as amended and Lenders. (c) All loans, advances restated hereby and other financial accommodations under the Existing Agreements and which are in all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant respects subject to the terms hereof. The principal amount of the Revolving Loans this Agreement and the amount of the Letters of other 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 hereofDocuments).

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Original Loan Documents are simultaneously amended and restated in their entiretyentirety (including the schedules delivered prior to the Closing Date, which shall be superseded by the schedules delivered on and after the Closing Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing Agreements Loan Documents executed and/or or delivered on or after the date hereof, except that nothing herein or in the other Financing Agreements Loan Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors Borrower for the Obligations heretofore incurred and the security interests, liens, hypothecs liens and other interests in the Collateral heretofore granted, pledged and/or or assigned by Borrowers Borrower or Guarantors to Administrative Agent, for the benefit of Administrative Agent or any Lender and Lenders (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities Obligations of Borrowers or Guarantors Borrower evidenced by or arising under any of the Existing AgreementsOriginal Loan Documents, and the liens Liens and security interests of Administrative Agent, for the benefit of Administrative Agent and Lenders, securing such Indebtedness 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 Administrative Agent for the benefit of itself Administrative Agent and Lenders. (c) All loans, advances and other financial accommodations under any of the Existing Agreements Original Loan Documents and all other Obligations of Borrowers and Guarantors Borrower to Administrative Agent and the other Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements Original Loan Documents or otherwise shall be deemed Obligations of Borrowers and Guarantors Borrower pursuant to the terms hereof. 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 hereofhereto.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Agreement are simultaneously amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereof, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors Borrower for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors Borrower to Agent, Agent or any Lender (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of Borrowers or Guarantors Borrower evidenced by or arising under the Existing AgreementsAgreement, and the liens and security interests of Agent securing such 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 Agent for the benefit of itself and Lenders. (c) All loans, advances and other financial accommodations under the Existing Agreements Agreement and all other Obligations of Borrowers and Guarantors Borrower to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements Agreement or otherwise shall be deemed Obligations of Borrowers and Guarantors Borrower pursuant to the terms hereof. The principal amount of the Revolving Loans and the amount of the Letters Letter of Credit Accommodations outstanding as of the date hereof under the Existing Agreements 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. (a) Except as otherwise stated in Section 13.2 14.1 hereof and this Section 13.414.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements 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 entiretyentirety on the 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 Financing Agreements executed and/or delivered on or after the date hereofAgreements, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors Obligors for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise). (b) Obligations. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of Borrowers or Guarantors Obligors evidenced by or arising under the Existing Financing Agreements, and the liens and security interests of Agent securing such 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 released except for the termination and effect in favor release of any Liens and security interests of Agent for the benefit of itself in and Lendersto any Excluded Property. (cb) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. 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 Financing Agreements shall be allocated to the Revolving Loans and Letter Letters of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with based upon the terms hereofCommitments.

Restatement. (a) Except as otherwise stated in Section 13.2 2.2 hereof and this Section 13.42.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Congress Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofAgreement, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors Borrower for the Obligations heretofore incurred and the security interests, liens, hypothecs liens and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors Borrower to Agent, Agent (whether directly to Agent or any Lender (whether directly, indirectly to Agent as assignee of Congress under the Assignment Agreement or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect ofof any of the obligations, the Indebtedness liabilities and other obligations and liabilities indebtedness of Borrowers or Guarantors Borrower evidenced by or arising under the Existing AgreementsCongress Agreement, and the liens and security interests of Agent securing such Indebtedness 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 Agent for the benefit of itself and Lenders. (c) All loans, advances and other financial accommodations under the Existing Agreements Congress Agreement and all other Obligations of Borrowers and Guarantors Borrower to Agent and Lenders Congress outstanding and unpaid as of the date hereof pursuant to the Existing Agreements Congress Agreement or otherwise shall be deemed Obligations of Borrowers and Guarantors Borrower pursuant to the terms hereof. The principal amount of the , and shall constitute and be deemed either 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 Loans, Letter of Credit Accommodations hereunder in such manner or LC Loans to Borrower to the same extent and in the same amount as such amounts as Agent shall determine in accordance with Obligations were deemed to be under the terms hereofExisting Congress Agreement.

Restatement. (a) Except as otherwise stated in Section 13.2 14.2 hereof and this Section 13.414.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Financing Agreements are simultaneously 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 this Agreement and the other Financing Agreements executed and/or delivered on or after Agreements, and the date hereof, except that nothing herein or in Borrowers shall continue to be jointly and severally liable for the other Obligations (which obligations pursuant to the Existing Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers be deemed incorporated into, a part of, and Guarantors for the Obligations heretofore incurred amended, restated and the security interests, liens, hypothecs and other interests allocated as provided in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwiseSection 14.4(b) hereof). (b) . 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, of the Indebtedness and other obligations and liabilities of Borrowers or Guarantors evidenced by or arising under the Existing AgreementsFinancing 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 and security interests of Agent securing such 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 be assigned to Agent for the benefit of itself and Lenders. (cb) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. The principal amount of the Revolving Loans and revolving loans, the amount of the Letters letters of Credit Accommodations credit (including all "Credits" as defined in the Existing Financing Agreements) and the principal amount of term loans outstanding as of the date hereof under the Existing Financing Agreements as set forth in Section 14.1 above shall be allocated to the Revolving Loans and deemed Loans, Letter of Credit Accommodations hereunder in such manner and Term Loans made under Sections 2.1, 2.2 and 2.3 of this Agreement, respectively, in such amounts as Agent set forth in Section 14.1 above for revolving loans, letters of credit and term loans and shall determine be allocated Pro-Rata to Lenders in accordance with the terms hereoftheir Commitment.

Restatement. (ai) Except as otherwise stated in Section 13.2 9.22(b) hereof and this Section 13.49.22(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Original Credit Agreement are simultaneously amended and restated in their entiretyentirety (excluding the Schedules prepared as of the Original Closing Date, which shall be 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 Financing Agreements Loan Documents executed and/or or delivered on or after the date hereof, except that nothing herein or in the other Financing Agreements Loan Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors the Loan Parties for the Obligations heretofore incurred and the security interests, liens, hypothecs liens and other interests in the Collateral heretofore granted, pledged and/or or assigned by Borrowers or Guarantors the Loan Parties to Agent, either Agent or any Lender (whether directly, indirectly or otherwise). (bii) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities Obligations of Borrowers or Guarantors the Loan Parties evidenced by or arising under the Existing AgreementsOriginal Credit Agreement, and the liens Liens and security interests of Agent each Agent, for the benefit of the Lenders, securing such Indebtedness 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 Agent such Agent, for the benefit of itself themselves and the Lenders. (ciii) All loans, advances and other financial accommodations under the Existing Agreements Original Credit Agreement and all other Obligations of Borrowers the Loan Parties to the Agents, and Guarantors to Agent and the Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements Original Credit Agreement or otherwise shall be deemed Obligations of Borrowers and Guarantors the Loan Parties pursuant to the terms hereof. 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 hereofhereto.

Restatement. (a) Except as otherwise stated in Section 13.2 14.2 hereof and this Section 13.414.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofAgreements, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of 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, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to AgentExisting Lender, Agent or any Lender other Secured Party (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of Borrowers or Guarantors evidenced by or arising under Existing Loans, the Existing AgreementsLetters of Credit and all accrued and unpaid interest thereon and fees with respect thereto, and the liens and security interests of Agent securing such 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 Agent for the benefit of itself and LendersSecured Parties. (c) All loans, advances and other financial accommodations under of the Existing Agreements Loans, the Existing Letters of Credit and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding accrued and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise interest thereon and fees with respect thereto shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. The principal amount of the Revolving Existing Loans and the amount of the Existing Letters of Credit Accommodations outstanding as of the date hereof under the Existing Agreements shall be allocated to the Revolving Loans and Letter Letters of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with the terms hereof.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan and Security Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofTransaction Documents, except that nothing herein or in the other Financing Agreements Transaction Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors the Borrower for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral or any Lien heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, the Collateral Agent or any Lender (whether directly, indirectly or otherwise). (b) 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 Indebtedness and other obligations and liabilities of Borrowers or Guarantors the Borrower evidenced by or arising under the Existing AgreementsLoan and Security Agreement, and the liens Liens and security interests of Agent securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released. (b) The principal amount of the “Advances” (as defined in the Existing Loan and Security Agreement) outstanding as of the A&R Effective Date under the Existing Loan and Security Agreement shall constitute Advances hereunder. On the A&R Effective Date, but the Lenders shall continue make such purchases and sales of interests in full force and the Advances outstanding as of such date so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect in favor of Agent for the benefit of itself and Lenders.to this Agreement. -156- USActive 55348338.2 (c) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant references to the Existing Agreements “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 Borrowers and Guarantors pursuant modified from time to the terms hereof. 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 hereoftime.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof 11.8(b) and this Section 13.411.8(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan Documents are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofLoan Documents, except that nothing herein or in the other Financing Agreements Loan Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors 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, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise). (b) Existing Loan 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 Indebtedness and other obligations and liabilities of Borrowers or Guarantors Existing Obligations evidenced by or arising under the Existing AgreementsLoan Documents, and the liens and security interests Liens in the Collateral (as such term is defined herein) of Agent ▇▇▇▇▇ Fargo (in its capacity as agent under the Existing Credit Agreement) securing such Indebtedness 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 Agent for the benefit of itself Lender. All Existing Obligations and Lenders. (c) All all other loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders Credit Agreement that are outstanding and unpaid as of the date hereof pursuant to the Existing Agreements 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 Borrowers and Guarantors Loan Parties under this Agreement which are secured by Liens in the Collateral pursuant to the terms hereofof this Agreement and the other Loan Documents. The principal amount of the Revolving Loans and the amount of the Letters of Credit Accommodations outstanding parties have caused this Agreement to be executed as of the date hereof under 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 Existing Agreements shall be allocated to amount by which the Maximum Credit as then in effect exceeds the daily average of the principal balance of the outstanding Revolving Loans and Letter Letters of Credit Accommodations hereunder during the immediately preceding month (or part thereof) until payment in such manner full of the Obligations. Such fees shall be payable on the first day of each calendar month in arrears and in such amounts as Agent shall determine in accordance with on the terms hereofTermination Date.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as As of the date hereofClosing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Security Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofAgreement; except, except that that, nothing herein or in the other Financing Agreements Loan Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors the Grantors for the Secured Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in continuation of Agent’s Liens on the Collateral heretofore granted, pledged and/or and /or assigned by Borrowers or Guarantors pursuant to the Existing Security Agreement and the other Existing Loan Documents. The Grantors hereby acknowledge, confirm and agree that Agent, for the benefit of the Lender Group and the Bank Product Providers, has and shall continue to have a Lien upon the Collateral heretofore granted to ▇▇▇▇▇, 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). (b) 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 Indebtedness indebtedness and other obligations and liabilities of Borrowers or Guarantors the Grantors evidenced by or arising under the Existing Agreements, and Security Agreement or the liens and security interests of Agent securing such 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 Agent for the benefit of itself and LendersExisting Loan Documents. (c) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. 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. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofAgreements, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors each Borrower or Guarantor for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise). (b) 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 Indebtedness and other obligations and liabilities of Borrowers each Borrower or Guarantors Guarantor evidenced by or arising under the Existing Loan Agreement and the other Existing Financing Agreements, and the liens and security interests of Agent securing such 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 Agent for the benefit of itself and Lenders. (cb) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. The principal amount of the Revolving Loans and the amount of the Letters of Credit Accommodations (including the Existing Letters of Credit) outstanding as of the date hereof under the Existing Agreements Loan Agreement shall be allocated to the Revolving Loans and Letter of Credit Accommodations hereunder according to the Lenders’ Pro Rata Shares and in such manner and in such amounts as Agent shall determine in accordance with the terms hereofdetermine.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of On the date hereofRestatement Date, the terms, conditions, agreements, covenants, representations Amended and warranties set forth in the Existing Agreements are simultaneously Restated Credit Agreement shall be amended and restated in their entirety, and as so amended and restated, replaced and superseded its entirety by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing Agreements executed and/or delivered on or after Amended and Restated Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the date hereof, except that nothing herein or incurrence by the Company of the “Obligations” under and as defined in the other Financing Agreements shall impair Amended and Restated Credit Agreement (whether or adversely affect the continuation not such “Obligations” are contingent as of the liability Restatement Date) and (ii) obligations of Borrowers the Company to the extent such obligations would have survived the termination of the Original Credit Agreement in accordance with Section 9.8. This Agreement is not in any way intended to constitute a novation of the obligations and Guarantors for liabilities existing under the Obligations heretofore incurred Amended and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers Restated Credit Agreement or Guarantors to Agent, Agent evidence payment of all or any Lender (whether directly, indirectly or otherwise)portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents 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 subsection) of the Amended and Restated Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Restatement Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Amended and Restated Credit Agreement as amended and restated hereby. (d) This amendment and restatement contained 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 shall not, or in any mannerother Loan Document, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, all terms and conditions of the Indebtedness and other obligations and liabilities of Borrowers or Guarantors evidenced by or arising under the Existing Agreements, and the liens and security interests of Agent securing such Indebtedness 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 Agent for the benefit of itself and Lendersunless otherwise specifically amended hereby or by any other Loan Document. (c) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. 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. (a) Except 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) the incurrence by the Borrower of the “Obligations” under and as otherwise stated defined in Section 13.2 hereof and this Section 13.4, 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 Existing Agreements are simultaneously amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereof, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise)Original Credit Agreement. (b) The amendment terms and restatement contained herein conditions of this Agreement and the Agents’ and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall not, in any manner, be construed apply to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, all of the Indebtedness and other obligations and liabilities of Borrowers or Guarantors evidenced by or arising Obligations incurred under the Existing Agreements, Original Credit Agreement and continuing hereunder. (c) Holdings and the liens and security interests Borrower each reaffirm the Liens granted pursuant to the Loan Documents to the Administrative Agent for the benefit of Agent securing such Indebtedness and other obligations and liabilitiesthe Lenders, which shall not in any manner be impaired, limited, terminated, waived or released, but Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Obligations. (d) On and after the First Amendment Effective Date, (i) all references to the Original Credit Agreement in favor the Loan Documents (other than this Agreement) shall be deemed to refer to the Original Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of Agent 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 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 itself Lenders, to be the agent for and Lenders. (c) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations representative of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant with respect to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to Guarantors, the terms hereof. The principal amount of the Revolving Loans Collateral and the amount of Security Documents and to execute any amendments, documents or instruments necessary to effect 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 hereofamendments contemplated by this Agreement.

Restatement. (a) Except as otherwise stated in Section 13.2 14.2 hereof and this Section 13.414.4, as of the date hereofClosing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Second Amended and Restated Credit Agreement are simultaneously amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofClosing Date, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors Borrower for the Obligations heretofore incurred and the security interests, liens, hypothecs Liens and other interests in the Collateral collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors Borrower to Agent, Agent Original Lender, Original Agent, any Lender, any Secured Party or any Lender of their respective Affiliates (whether directly, indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness Obligations and other obligations obligations, liabilities and liabilities indebtedness of Borrowers or Guarantors Borrower evidenced by or arising under the Existing AgreementsSecond Amended and Restated Credit Agreement, and the liens Liens of Agent, on behalf of itself and security interests of Agent Secured Parties, securing such Indebtedness 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 Agent Agent, for the benefit of itself and LendersSecured Parties. (c) All loans, advances and other financial accommodations under the Existing Agreements Second Amended and Restated Credit Agreement and all other Obligations obligations, liabilities and indebtedness of Borrowers and Guarantors to Agent and Lenders Borrower outstanding and unpaid as of the date hereof Closing Date pursuant to the Existing Agreements Second Amended and Restated Credit Agreement or otherwise shall be deemed Obligations of Borrowers and Guarantors Borrower pursuant to the terms hereof. The principal amount of the Revolving Loans and the amount of the Letters of Credit Accommodations outstanding as of the date hereof Closing Date under the Existing Agreements Second 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. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.414, as of the date hereofEffective Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreements and the Existing ▇▇▇▇-▇▇▇▇▇ Security Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereof, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise). (b) Agreement. 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 Indebtedness and other obligations and liabilities of Borrowers or and Guarantors evidenced by or arising under the Existing AgreementsCredit Agreements and the Existing ▇▇▇▇-▇▇▇▇▇ Security Agreement (except to the extent any such Indebtedness, obligations or liabilities are actually paid or performed on the Effective Date), and the liens and security interests of Agent securing such 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 Agent for the benefit of itself and Lenders. (cb) All loans, advances and other financial accommodations under of the Obligations in respect of the Existing Agreements Spartan Loans, the Existing ▇▇▇▇-▇▇▇▇▇ Loans and the Existing Letters of Credit (to the extent not paid) and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding accrued and unpaid as of interest and fees with respect thereto (to the date hereof extent not actually paid pursuant to the Existing Agreements or otherwise this Agreement) shall be deemed to be Obligations of Borrowers and Guarantors pursuant to the terms hereof. 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.6991691.13 214

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Credit Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofCredit Documents, except that nothing herein or in the other Financing Agreements Credit Documents shall impair or adversely affect the continuation of the liability of 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, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise) (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. (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness Loans, the Letters of Credit and other obligations all accrued and liabilities of Borrowers or Guarantors evidenced by or arising under the Existing Agreementsunpaid interest thereon and fees with respect thereto, and the liens and security interests of Agent securing such 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 Agent Agent, for itself and the benefit of itself Lenders (as amended and Lendersrestated hereby and which are in all respects subject to the terms of this Agreement and the other Credit Documents). (c) 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 Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to and expressly subject to the terms hereof. 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 Indebtedness Documents shall be allocated to the Revolving Loans and Letter Letters of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with the terms hereof.

Restatement. (ai) Except as otherwise stated in Section 13.2 hereof 17.14(a) and this Section 13.417.14(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Credit Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofLoan Documents, except that nothing herein or in the other Financing Agreements Loan Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors each Borrower or Guarantor for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise). (b) 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 Indebtedness and other obligations and liabilities of Borrowers each Borrower or Guarantors Guarantor evidenced by or arising under the Existing AgreementsCredit Agreement, and the liens and security interests of Agent securing such 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 Agent for the benefit of itself and Lenders. (cii) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. The principal amount of the Revolving Loans and the amount of the Letters of Credit Accommodations (including the Existing Letters of Credit) outstanding as of the date hereof under the Existing Agreements Credit Facility shall be allocated to the Revolving Loans and Letter Letters of Credit Accommodations hereunder according to the Lenders’ Pro Rata Shares and in such manner and in such amounts as Agent shall determine in accordance with determine. On and after the date hereof, all Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement and shall subject to all the terms hereofand conditions hereof as if such Letters of Credit were issued by Issuing Bank pursuant to this Agreement.

Restatement. (ai) Except as otherwise stated in Section 13.2 16.17(b) hereof and this Section 13.416.17(e), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan Documents are simultaneously amended and restated in their entiretyentirety (excluding the schedules prepared as of the Closing Date, which shall be superseded by the schedules delivered on and after the ​ Closing Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing Agreements Loan Documents executed and/or or delivered on or after the date hereof, except that nothing herein or in the other Financing Agreements Loan Documents shall impair or adversely affect the continuation of the liability of the Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liens, hypothecs liens and other interests in the Collateral heretofore granted, pledged and/or or assigned by the Borrowers or Guarantors to Agent, the Agent or any Lender (whether directly, indirectly or otherwise). (bii) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities Obligations of the Borrowers or Guarantors evidenced by or arising under any of the Existing AgreementsLoan Documents, and the liens Liens and security interests of the Agent and the Lenders securing such Indebtedness 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 Agent for the benefit of itself and LendersLender. (ciii) All loans, advances and other financial accommodations under any of the Existing Agreements Loan Documents and all other Obligations of the Borrowers and Guarantors to the Agent and the Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements Loan Documents or otherwise shall be deemed Obligations of the Borrowers and Guarantors pursuant to the terms hereof. 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 hereofhereto.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Credit Agreement are simultaneously hereby amended and restated in their 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 Financing Agreements executed and/or delivered on or after the date hereofCredit Documents, except that nothing herein or in the other Financing Agreements Credit Documents shall impair or adversely affect the continuation of the liability of 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, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise) (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. (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness Loans, the Letters of Credit and other obligations all accrued and liabilities of Borrowers or Guarantors evidenced by or arising under the Existing Agreementsunpaid interest thereon and fees with respect thereto, and the liens and security interests of Agent securing such 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 Agent Agent, for itself and the benefit of itself Lenders (as amended and Lendersrestated hereby and which are in all respects subject to the terms of this Agreement and the other Credit Documents). (c) 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 Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to and expressly subject to the terms hereof. 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 Indebtedness Documents shall be allocated to the Revolving Loans and Letter Letters of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with the terms hereof.

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

Restatement. (a) Except as otherwise stated in Section 13.2 14.1 hereof and this Section 13.414.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan Agreement, the Third Amended and Restated Guarantee, dated July 31, 2009, by the Guarantors parties thereto in favor of Agent and Lenders, and the Third Amended and Restated General Security Agreement, dated July 31, 2009, by the Guarantors parties thereto in favor of Agent and Lenders are simultaneously hereby amended and restated in their entiretyentirety on the date hereof, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing Agreements executed and/or delivered on or after the date hereofAgreements, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors Obligors for the Obligations heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent, Agent or any Lender (whether directly, indirectly or otherwise). (b) Obligations. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of Borrowers or Guarantors Obligors evidenced by or arising under the Existing Financing Agreements, and the liens and security interests of Agent securing such 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 released except for the termination and effect in favor release of any Liens and security interests of Agent for the benefit of itself in and Lendersto any Excluded Property. (cb) All loans, advances and other financial accommodations under the Existing Agreements and all other Obligations of Borrowers and Guarantors to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. 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 Financing Agreements shall be allocated to the Revolving Loans and Letter Letters of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with based upon the terms hereofCommitments.