Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement.

Amendment and Restatement. The It is the intention of each of the parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: that (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) Agreement so as to preserve the perfection and priority of all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing security interests securing indebtedness and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, (b) that all Indebtedness and Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents shall remain in full force be secured by the liens and effect with respect to security interests evidenced under the Secured Obligations and are hereby reaffirmed; Loan Documents and (dc) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders that this Agreement does not constitute a novation or termination of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding liabilities existing under the Existing Credit Agreement (or serve to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as terminate Section 10.3 of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as defined in the Existing Credit Agreement) or the Lenders so that, (as of defined in the Closing Date, Existing Credit Agreement) or any other Indemnitee (as defined in the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing DateExisting Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to of the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 10.2 of the Existing Credit Agreement. In addition, unless specifically amended hereby or in connection herewith, each of the Loan Documents shall continue in full force and effect. This Agreement is not a novation of restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Closing Date, any reference in any of the other Loan Documents to the “Credit Agreement” or any like term shall be deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in its entirety such Lender’s “Revolving Commitment” under the Existing Credit Agreement (if any).

Amendment and Restatement. The parties hereto agree that, on On the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) Restatement Date the Existing Credit Agreement shall be deemed to be amended amended, restated and restated superseded in its entirety pursuant to hereby. The parties hereto acknowledge and agree that (i) this Agreement; , any promissory notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (bas defined in the Existing Credit Agreement) all obligations under the Existing Credit Agreement outstanding on as in effect prior to the Closing Restatement Date shall and (ii) such “Obligations” are in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) with only the guarantees made to terms thereof being modified as provided in this Agreement. Notwithstanding the lenders, the letter of credit issuers, the administrative agent and each other holder modifications effected by this Agreement of the obligations under representations, warranties and covenants of the Borrowers contained in the Existing Credit Agreement, shall remain in full force each Borrower acknowledges and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens agrees that any causes of action or other rights created in favor of Bank of America, as administrative agent for the benefit Administrative Agent or any Lender or its successors arising out of the holders representations and warranties of the obligations under the Existing Credit Agreement, created under the collateral documents entered into Borrowers contained in or delivered in connection with the Existing Credit Agreement shall remain in full force survive the execution, delivery and effect with respect to the Secured Obligations and are hereby reaffirmedeffectiveness of this Agreement. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding The Continuing Lenders constituting “Required Lenders” under the Existing Credit Agreement hereby waive (i) the requirement pursuant to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as Section 2.6 of the Closing Date, Existing Credit Agreement that the Borrowers deliver prior notice of its election to terminate the “Commitments” under the Existing Credit Agreement and (ii) the revolving credit extensions and revolving commitments made by the lenders under requirement pursuant to Section 2.8 of the Existing Credit Agreement shall be re-allocated and restated among that the Lenders so that, as Borrowers deliver prior notice of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment its election to the Existing Credit Agreement made prepay all outstanding “Advances” under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on (a) On the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Original Credit Agreement shall be deemed to be amended and restated in its entirety pursuant by this Agreement and (i) all references to the Original Credit Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) 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 be, mutatis mutandis, references to the corresponding provisions of this Agreement, (iii) except as the context otherwise provides, all references to this Agreement; Agreement herein (bincluding for purposes of indemnification and reimbursement of fees) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made reference to the lenders, the letter of credit issuers, the administrative agent Original Credit Agreement as amended and restated hereby and (d) each other holder of the Loan Parties party hereto hereby (x) reaffirms all of its obligations under each of the Existing Credit Loan Documents to which it is a party and (y) acknowledges and agrees that subsequent to, and taking into account all of the terms and conditions of the Agreement, each Loan Document to which it is a party shall remain in full force and effect in accordance with respect the terms thereof. This Agreement is not intended to the Secured Obligations constitute, and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of Americadoes not constitute, as administrative agent for the benefit of the holders a novation of the obligations and liabilities under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Original Credit Agreement shall remain in full force (including the Obligations as defined therein) or to evidence payment of all or any portion of such obligations and effect with respect to the Secured Obligations liabilities. (b) On and are hereby reaffirmed. On after the Closing Date, (i) Borrower all “Obligations” and “Secured Obligations” under the Original Credit Agreement as of the Closing Date shall prepay any revolving loans be deemed to be Obligations and Secured Obligations outstanding under the Existing Credit this Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments (whether or not such “Obligations” and “Secured Obligations” are contingent as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement).

Amendment and Restatement. The parties hereto agree thatIn order to facilitate the Restatement and otherwise to effectuate the desires of the Borrower, on the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, the following transactions parties hereby agree that the Commitments shall be deemed to occur automatically, without further action by any party hereto: (a) as set forth in Schedule 2.01 and the Existing Credit Agreement shall be deemed to be amended portion of Loans and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement other Outstanding Amounts outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated reallocated in accordance with such Commitments and restated among the requisite assignments shall be deemed to be made in such amounts by and between the Lenders so that(including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 10.06 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the respective Revolving Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments of (as such term is defined in the Lenders Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 1.01(b2.01. (b) as in effect on The Borrower, the Closing Date. The parties hereto further acknowledge Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement constitutes an amendment to Agreement, the terms and provisions of the Existing Credit Agreement made under which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in accordance with their entirety by the terms, conditions and provisions of this Agreement, and the terms of Section 10.02 and provisions of the Existing Credit Agreement. This , except as otherwise expressly provided herein, shall be superseded by this Agreement. (c) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.10, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower 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 the Borrower under the Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrower and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurocurrency Rate Loans under this Agreement and accrue interest at the Eurocurrency Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) On the Restatement Effective Date, the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to by this Agreement; (b) all obligations under , and the Existing Credit Agreement outstanding on shall thereafter be of no further force and effect, except that the Closing Date shall in all respects be continuing Borrower, the Guarantors, the Administrative Agent, the L/C Issuers and shall be deemed to be Obligations outstanding hereunder; the Lenders agree that (ci) the guarantees made to incurrence by the lenders, the letter Borrower of credit issuers, the administrative agent “Obligations” under and each other holder of the obligations under as defined in the Existing Credit AgreementAgreement (whether or not such “Obligations” are contingent as of the Restatement Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents and (ii) except as expressly stated herein or otherwise amended, shall remain the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens all Obligations. This Agreement is not in favor of Bank of America, as administrative agent for the benefit of the holders any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement. (c) On and after the Restatement Effective Date, created under the collateral documents entered into in connection with (i) all references to the Existing Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated) and (ii) all references to any section (or subsection) of the Existing Credit Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. (d) 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 with respect to the Secured Obligations and are unless specifically amended hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay or by any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreementother Loan Document.

Amendment and Restatement. The parties hereto agree that, on (a) On the Closing Date, the following transactions shall be deemed to occur automaticallycommitments, without further action by any party hereto: (a) loans, rights and obligations and the liens and security interests under the Existing Credit Agreement shall be deemed assigned to the Lenders and the Administrative Agent, as applicable, pursuant to the Master Assignment and the Existing Credit Agreement shall be amended and restated in its entirety pursuant to by this Agreement; , and the Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (bi) all obligations the “Indebtedness” incurred by the Borrower under and as defined in the Existing Credit Agreement (whether or not such Indebtedness is contingent as of the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Credit Documents, (ii) the Lenders under the Existing Credit Agreement outstanding hereby waive the reimbursement of any breakage costs incurred on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter under Section 2.17 of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, (iii) the Existing Credit Agreement shall remain continue to evidence the representations and warranties made by the Borrower prior to the Closing Date, (iv) except as expressly stated herein or amended, amended and restated or otherwise modified, the other Credit Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; all Indebtedness, and (dv) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect continue to evidence any action or omission performed or required to be performed pursuant to the Secured Obligations Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Credit Agreement). The amendments and are hereby reaffirmedrestatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the Administrative Agent’s, the Lenders’, the Swingline Lender’s and the Issuing Lender’s rights and remedies under this Agreement and the other Credit Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement and the Letters of Credit issued thereunder. (c) On and after the Closing Date, (i) Borrower all references to the Existing Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Credit Documents (other than this Agreement) shall prepay be deemed to refer to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated), (ii) all references to any revolving loans section (or subsection) of the Existing Credit Agreement in any Credit Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated). (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Credit Document, all terms and conditions of the Credit Documents remain in full force and effect unless specifically amended hereby or by any other Credit Document. (e) The “Lenders” party to the Existing Credit Agreement and any Lenders not party to the Existing Credit Agreement have agreed among themselves, if applicable, effective as of the Closing Date, to reallocate the respective Commitments (as defined in the Existing Credit Agreement) and corresponding outstanding Loans of such “Lenders” under the Existing Credit Agreement to be the extent necessary Commitments and corresponding outstanding Loans hereunder as contemplated by Schedule 1.1 to keep this Agreement. On the outstanding Revolving Loans ratable with the revised Revolving Commitments as Closing Date and after giving effect to such reallocation and adjustment of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing DateCommitments, the respective Revolving Commitments of the Lenders each Lender shall be as set forth on Schedule 1.01(b) as in effect on 1.1 hereto and each Lender shall own its Revolving Commitment Percentage of the Closing Dateoutstanding Loans. The parties hereto further acknowledge reallocation and agree that this Agreement constitutes an amendment adjustment to the Existing Credit Agreement made under and in accordance with Commitments of each Lender as contemplated by this Section 9.25 shall be deemed to have been consummated pursuant to the terms of Section 10.02 the Assignment and Assumption attached as Exhibit 1.1(a) hereto as if each of the Existing Credit AgreementLenders had executed an Assignment and Assumption with respect to such reallocation and adjustment. This Agreement is not a novation The Borrower and the Administrative Agent hereby consent to such reallocation and adjustment of the Existing Credit AgreementCommitments. The Administrative Agent hereby waives the processing and recordation fee set forth in Section 9.6 with respect to the assignments and reallocations of the Commitments contemplated by this Section 9.25.

Amendment and Restatement. The parties hereto agree that, on As of the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: “Lenders” under (aand as defined in) the Existing Original Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to Lenders under this Agreement; (b) all obligations under the Existing Credit Agreement outstanding with Commitments as set forth on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmedSchedule 2.01 hereto. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Original Credit Agreement shall be re-allocated amended, restated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as superseded in effect on the Closing Dateits entirety by this Agreement. The parties hereto further acknowledge and agree that (a) this Agreement constitutes an amendment and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Original Credit Agreement as in effect prior to the Existing Closing Date and (b) such obligations are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement. Without limiting the generality of the foregoing (i) all Committed Loans and Swing Line Loans outstanding under the Original Credit Agreement made shall on the Closing Date become Committed Loans and Swing Line Loans, as the case may be, hereunder, (ii) all Letters of Credit under the Original Credit Agreement shall on the Closing Date become Letters of Credit hereunder and in accordance with (iii) all other Obligations outstanding under the Original Credit Agreement shall on the Closing Date be Obligations under this Agreement. To the extent the Original Credit Agreement provides that certain terms of Section 10.02 survive the termination of the Existing Original Credit Agreement. This Agreement is not a novation or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Original Credit Agreement.

Amendment and Restatement. The parties hereto agree that12.1 Interrelationship with the Existing Credit Agreement. As stated in the preamble hereof, on this Agreement is intended to amend and restate the Closing Dateprovisions of the Existing Credit Agreement and, except as expressly modified herein, (x) all of the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) terms and provisions of the Existing Credit Agreement shall continue to apply for the period prior to the Closing Date, including any determinations of payment dates, interest rates, Events of Default or any amount that may be deemed payable to be amended and restated in its entirety pursuant to this Agreement; Agent or the Lenders, (by) all obligations the Obligations under the Existing Credit Agreement outstanding shall continue to be paid or prepaid on or prior to the Closing Date, and shall from and after the Closing Date continue to be owing and be subject to the terms of this Agreement and (z) this Agreement shall not be deemed to evidence or result in a novation or repayment of the Original Revolving Loans and reborrowing hereunder, but Obligations under the Existing Credit Agreement and Liens securing payment and performance thereof shall in all respects be continuing as Obligations under this Agreement and shall be deemed to be Obligations outstanding hereunder; (c) Liens securing payment and performance thereof. All references in the guarantees made to other Loan Documents and the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into Loan Documents executed in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement or the "Credit Agreement" shall be deemed to the extent necessary include references to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, this Agreement and (ii) the revolving credit extensions and revolving commitments made by "Lenders" or a "Lender" or to the lenders "Agent" shall mean such terms as defined in this Agreement. All Obligations of the Borrower under the Existing Credit Agreement shall be re-allocated governed by this Agreement from and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on after the Closing Date. The parties hereto further acknowledge and agree that Loan Documents delivered in connection with this Agreement constitutes an amendment shall supersede the corresponding Loan Documents delivered in connection with the Existing Credit Agreement. The Loan Documents executed in connection with the Existing Credit Agreement that are not superseded by corresponding Loan Documents executed and delivered in connection with this Agreement shall remain in full force and effect. All references to the Existing Credit Agreement made under and in accordance the Loan Documents executed in connection with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is that are not a novation expressly superseded by deliveries of the Existing Credit such new Loan Documents shall be deemed to refer to this Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) On the Effective Date, the Existing Credit Agreement shall be deemed to be amended amended, restated and restated superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement, any notes delivered pursuant to this Agreement; (bSection 2.10(g) all obligations under and the Existing other Credit Agreement outstanding on the Closing Date shall Documents executed and delivered in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder connection herewith do not constitute a novation or termination of the obligations under the Existing Credit Agreement, shall remain Agreement as in full force and effect with respect prior to the Secured Obligations and are hereby reaffirmed; Effective Date and (dii) such obligations are in all respects continuing with only the security interests and liens terms thereof being modified as provided in favor of Bank of America, as administrative agent for this Agreement. (b) Notwithstanding the benefit modifications effected by this Agreement of the holders representations, warranties and covenants of the obligations under Borrowers contained in the Existing Credit Agreement, the Borrowers acknowledge and agree that any causes of action or other rights created under in favor of any Lender and its successors arising out of the collateral documents entered into representations, warranties and covenants of the Borrowers contained in or delivered (including representations, warranties and covenants delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall remain in full force survive the execution and effect with respect to delivery of this Agreement; provided, however, that it is understood and agreed that the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding Borrowers’ monetary obligations under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as in respect of the Closing Date, loans and letters of credit thereunder shall on and after the Effective Date be evidenced by this Agreement as provided in Article II hereof. (iic) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as All indemnification obligations of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment Borrowers pursuant to the Existing Credit Agreement made under (including any arising from a breach of the representations thereunder) shall survive the amendment and in accordance with the terms of Section 10.02 restatement of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit pursuant to this Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) On the Amended Facility Effective Date, the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant by this Agreement and (a) all references to the Existing Credit Agreement in any Loan Document other than this Agreement; Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Credit Agreement as amended and restated hereby, (b) all obligations under references to any section (or subsection) of the Existing Credit Agreement outstanding on in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the Closing Date shall in corresponding provisions of this Agreement, (c) except as the context otherwise provides, all respects be continuing references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made reference to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement as amended and restated hereby and (d) the Borrower (i) reaffirms all of its obligations under each of the Loan Documents to which it is a party and (ii) acknowledges and agrees that subsequent to, and taking into account all of the terms and conditions of this Agreement, each Loan Document to which it is a party shall remain in full force and effect in accordance with respect the terms thereof. This Agreement is not intended to the Secured Obligations constitute, and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of Americadoes not constitute, as administrative agent for the benefit of the holders a novation of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding liabilities under the Existing Credit Agreement (including the Obligations as defined therein) or to the extent necessary evidence payment of all or any portion of such obligations and liabilities. (b) With respect to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments any “Lender” party to (and as of the Closing Date, and (iidefined in) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Datewho has elected not to become a Lender under this Agreement (a “Departing Lender”’), the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to any assignment by such Departing Lender of its “Commitments” and/or “Obligations” (as such terms are defined in the Existing Credit Agreement made under and ) to the Lenders hereunder through a letter agreement or other mechanism in a form approved by Administrative Agent shall be effective notwithstanding any other provisions of the Existing Credit Agreement or this Agreement to the contrary. After giving effect to any change to a Lender’s Commitment upon execution of this Agreement, it may be the case that the outstanding Total Credit Exposure is not held pro rata in accordance with the terms of Section 10.02 new Commitments. In order to remedy the foregoing, on the Amended Facility Effective Date, each of the Existing parties hereto agrees that Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, upon the Amended Facility Effective Date and the execution of this Agreement, each Lender shares in the aggregate Total Credit Agreement. This Agreement is not a novation of Exposure pro rata in accordance with the Existing Credit Agreementnew Commitments.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed This Agreement is intended to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended amend and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under restate the Existing Credit Agreement, without novation, with the Commitments set forth herein and the Lenders party hereto. All Existing Letters of Credit shall remain be Letters of Credit outstanding hereunder. The Credit Parties hereby ratify, affirm and acknowledge all of their obligations in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations related documents and are hereby reaffirmedagreements delivered by them thereunder, including all outstanding Existing Letters of Credit and the related LOC Documents, as amended and restated hereby. On Without limiting the Closing Dateforegoing, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders all Collateral under the Existing Credit Agreement shall be re-allocated Collateral hereunder and restated among continue to secure the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing DateObligations. The parties hereto further acknowledge and Lenders hereby agree that this Agreement constitutes an amendment the commitments with respect to the Existing Credit Agreement made are amended and restated to be the Revolving Commitments of this Agreement and hereby waive, on the Closing Date only, any pro rata payment provisions of this Agreement to the extent any such payments are required to repay any obligations owing to any lender under and the Existing Credit Agreement that will not continue as a Lender under this Agreement. All Events of Default (as defined in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This ) under the Existing Credit Agreement is not a novation are hereby waived, except to the extent any such Events of Default (as defined in the Existing Credit Agreement) that exist under the Existing Credit Agreement on the date hereof also constitute Events of Default under the express provisions of this Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Restatement Date. The execution and delivery of this Agreement shall be deemed not constitute a novation of any indebtedness or other obligations owing to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations the Lenders or the Administrative Agent under the Existing Credit Agreement outstanding based on facts or events occurring or existing prior to the Closing Date shall execution and delivery of this Agreement. On the Restatement Date, the credit facilities described in all respects be continuing and the Existing Credit Agreement, shall be deemed to be Obligations outstanding hereunder; (c) amended, supplemented, modified and restated in their entirety by the guarantees made to the lendersfacilities described herein, the letter of credit issuers, the administrative agent and each all loans and other holder obligations of the obligations Borrower outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Date, reflect the respective Revolving Commitment of the Lenders hereunder. (b) Each Loan Party acknowledges and agrees that the security interests and Liens (as defined in the Existing Credit Agreement) granted to the Administrative Agent pursuant to the Existing Credit Agreement and the other Collateral Documents (as defined in the Existing Credit Agreement), shall remain outstanding and in full force and effect effect, without interruption or impairment of any kind, in accordance with respect the Existing Credit Agreement and shall continue to secure the Secured Obligations Obligations. (c) The Parent and are hereby reaffirmed; each of its Subsidiaries acknowledge and (d) the security interests and liens agree that any causes of action or other rights created in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into any Lender and its successors in connection with the Existing Credit Agreement shall remain or any other Loan Document executed in full force and effect with respect connection therewith prior to the Secured Obligations Restatement Date shall survive the execution and are hereby reaffirmeddelivery of this Agreement. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as All indemnification obligations of the Closing Date, Parent and (ii) the revolving credit extensions and revolving commitments made by the lenders under its Subsidiaries arising pursuant to the Existing Credit Agreement shall be re-allocated survive the amendment and restated among the Lenders so that, as restatement of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit pursuant to this Agreement.

Amendment and Restatement. The parties hereto to this Agreement agree that, on upon (i) the Closing Dateexecution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 6.1, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) terms and provisions of the Existing Credit Agreement shall be deemed to be amended and hereby are amended, superseded and restated in its their entirety pursuant to by the terms and provisions of this Agreement; (b) . This Agreement is not intended to and shall not constitute a novation. Subject to Section 13.20, all obligations Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Closing Date effective date hereof shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in all respects be continuing the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Agreement” and the “Loan Documents” shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made refer to the lendersAgent, this Agreement and the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing DateLoan Documents, (ib) Borrower shall prepay any revolving loans all Letters of Credit issued and outstanding under the Existing Credit Agreement to on the extent date hereof shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Bank or any Affiliate of any Bank which are outstanding on the effective date herefor shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Agent shall make such reallocations, sales, assignments or other relevant actions as are necessary to keep so that each Bank holds its pro rata share of outstanding credit exposure on the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Dateeffective date herefor, and (iie) the revolving credit extensions Company hereby agrees to compensate each Bank for any and revolving commitments made all losses, costs and expenses incurred by such Bank in connection with the lenders under the Existing Credit Agreement shall be re-allocated sale and restated among the Lenders so thatassignment of any Loans (other than Base Rate Loans), including as a result of the Closing Datereallocation described above, in each case on the respective Revolving Commitments of terms and in the Lenders shall be as manner set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement5.1 hereof.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) On the Effective Date the Existing Credit Agreement shall be deemed to be amended amended, restated and restated superseded in its entirety pursuant to hereby. The parties hereto acknowledge and agree that (a) this Agreement; , any promissory notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (bas defined in the Existing Credit Agreement) all obligations under the Existing Credit Agreement outstanding on as in effect prior to the Closing Effective Date shall and (b) such “Obligations” are in all respects be continuing with only the terms thereof being modified as provided in this Agreement. (b) All indemnification obligations of the Borrowers arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive this amendment and shall be deemed to be Obligations outstanding hereunder; restatement of the Existing Credit Agreement. (c) The Administrative Agent, at the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder direction of the obligations Lenders hereunder (which constitute “Required Banks” under the Existing Credit Agreement), shall remain in full force and effect with respect hereby waives the requirement pursuant to the Secured Obligations and are hereby reaffirmed; and (d) Existing Credit Agreement that the security interests and liens in favor Borrowers deliver prior notice of Bank of America, as administrative agent for their election to terminate or reduce the benefit of the holders of the obligations “Commitments” under the Existing Credit Agreement, created . The execution of this Agreement by any Lender that is also a “Lender” under the collateral documents entered into Existing Credit Agreement shall constitute such Person’s consent to the amendments to the Existing Credit Agreement contained herein. (d) By its execution hereof, each Lender hereby (i) consents to any amendments to be executed in connection herewith to the Loan Documents delivered in connection with the Existing Credit Agreement shall remain Agreement, all as in full force form and effect with respect to substance approved by the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing DateAdministrative Agent, and (ii) authorizes and directs the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment Administrative Agent to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreemententer into such amendments.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) On the Effective Date, the Existing Credit Agreement shall be deemed to be amended amended, restated and restated superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to this Section 2.10(e) and the other Credit Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Secured Obligations” (as defined in the Existing Credit Agreement; (b) all obligations under the Existing Credit Agreement outstanding on as in immediately effect prior to the Closing Effective Date shall and (b) such “Secured Obligations” are in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; with only the terms thereof being modified as provided in this Agreement. (cb) Notwithstanding the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder modifications effected by this Agreement of the obligations under representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, shall remain in full force the Borrower acknowledges and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens agrees that any causes of action or other rights created in favor of Bank of Americathe Administrative Agent, as administrative agent for the benefit Collateral Agent, any Lender or their respective successors arising out of the holders representations and warranties of the obligations under Borrower made (including representations and warranties or deemed made in connection with the Existing Credit Agreement, created under the collateral documents entered into making of Loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall remain in full force survive the execution and effect with respect to delivery of this Agreement; provided, however, that it is understood and agreed that the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof. (c) All indemnification obligations of the Borrower pursuant to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as Existing Credit Agreement (including any arising from a breach of the Closing Date, representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. (d) The Existing Lenders constituting “Required Lenders” under the Existing Credit Agreement hereby waive (i) the requirement pursuant to Section 2.09(c) of the Existing Credit Agreement that the Borrower deliver prior notice of its election to terminate the “Commitments” under the Existing Credit Agreement and (ii) the revolving credit extensions and revolving commitments made by the lenders under requirement pursuant to Section 2.11(b) of the Existing Credit Agreement shall be re-allocated and restated among that the Lenders so that, as Borrower deliver prior notice of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment its election to the Existing Credit Agreement made prepay all outstanding “Loans” under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement and the other loan documents entered into in connection therewith and outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; and (c) the guarantees (if any) made to the lenders, the letter of credit issuersissuer, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) the Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b2.01 (it being understood and agreed that any outstanding loan that is a Term SOFR Loan (as defined in the Existing Credit Agreement) shall continue as a Term SOFR Loan (as defined in effect on the Closing DateExisting Credit Agreement) until the end of the current interest period(s) applicable thereto, and any provisions of the Existing Credit Agreement applicable to such loans are incorporated herein by reference, mutatis mutandis, and the parties hereto hereby agree that such provisions shall continue to apply to such loans until the end of the current interest period(s) applicable thereto). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation 11.01 of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) the Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) 2.01 as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 11.01 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions This Agreement shall be deemed to occur automatically, without further action by any party hereto: (a) fully amend and restate the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made . The Lenders’ interests with respect to the lenders, the letter of credit issuers, the administrative agent Loan proceeds outstanding under (and each other holder of the obligations under as defined in) the Existing Credit Agreement, shall remain be allocated on the Effective Date in full force and effect accordance with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmedeach Lender’s Commitments. On the Closing Date, (i) Borrower shall prepay any revolving loans The principal amount outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing date hereof shall be deemed to be Loan proceeds disbursed hereunder and under the Notes, with each Lender having funded a portion of such Loan proceeds in an amount equal to its respective Pro Rata Share thereof; such initial outstanding advances hereunder (together with issued and undrawn Letters of Credit) are set forth on Schedule 1.6 attached hereto. On the Effective Date, and (iiA) the revolving credit extensions and revolving commitments made by loan commitment of each Lender that is a party to the lenders Existing Credit Agreement but not a party to this Agreement (an “Exiting Lender”) shall be terminated, all outstanding obligations owing to such Exiting Lenders under the Existing Credit Agreement on the Effective Date shall be re-allocated paid in full, and restated among the Lenders so each Exiting Lender shall cease to be a Lender under this Agreement; provided, however, that, as notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Loan Documents that are intended by their express terms to survive termination of the Closing DateCommitments and/or the repayment, the respective Revolving Commitments satisfaction or discharge of the Lenders obligations under any Loan Document shall survive for such Exiting Lender hereunder, and (B) each Person listed on Schedule 1.1(a) attached to this Agreement shall be as a Lender under this Agreement with the Commitments set forth opposite its name on such Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement1.1(a).

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement and the other loan documents entered into in connection therewith and outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; and (c) the guarantees (if any) made to the lenders, the letter of credit issuersissuer, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) the Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b2.01 (it being understood and agreed that any outstanding loan that is a Eurodollar Rate Loan (as defined in the Existing Credit Agreement) shall continue as a Eurodollar Rate Loan (as defined in effect on the Closing DateExisting Credit Agreement) until the end of the current interest period(s) applicable thereto, and any provisions of the Existing Credit Agreement applicable to such loans are incorporated herein by reference, mutatis mutandis, and the parties hereto hereby agree that such provisions shall continue to apply to such loans until the end of the current interest period(s) applicable thereto). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation 11.01 of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower the Loan Parties shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation 11.01 of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on (a) On the Closing Date, the following transactions Existing Credit Agreement automatically shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to by this Agreement; (b) all obligations Agreement and the Commitments, Loans and other Obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and as defined therein automatically shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent amended and each other holder of the obligations under the Existing Credit Agreement, shall remain restated in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made their entireties by the lenders under the Existing Credit Agreement shall be re-allocated Commitments, Loans and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit AgreementObligations hereunder. This Agreement is not a novation of the Existing Credit Agreement or the credit facilities, indebtedness and other obligations under the Existing Credit Agreement. It is the intent of the parties to amend and restate the Existing Credit Agreement and the credit facilities provided thereunder, without novation or interruption. (b) On the Closing Date, the risk participations of the Lenders hereunder in each outstanding Letter of Credit (including the Existing Letters of Credit) and each outstanding Swing Line Loan shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit and Swing Line Loan equals such Lender’s Applicable Percentage of each such Letter of Credit and Swing Line Loan. The parties acknowledge and agree that (i) some or all of the principal balance of the “Term Loan” (as defined in the Existing Credit Agreement) outstanding immediately prior to effectiveness of this Agreement will remain outstanding and constitute some or all of the Term Loan A-1 after giving effect to this Agreement, (ii) the Term Loan A-1, as of the Closing Date and after effectiveness of this Agreement, will maintain the same Interest Period (i.e., ending on the same date) as was applicable to the principal balance of the “Term Loan” (as defined in the Existing Credit Agreement) outstanding immediately prior to effectiveness of this Agreement (and shall thereafter be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the terms of this Agreement), and (iii) the Administrative Agent shall make such adjustments to the Register, and the Term A-1 Lenders shall make necessary settlements among themselves, such that after giving effect thereto each Term A-1 Lender holds a portion of the Term A-1 Loan consistent with Schedule 2.01 attached hereto as of the Closing Date (it being agreed by the Lenders that the transactions described in this sentence shall not give rise to any obligation of the Loan Parties under Section 3.05 of the Existing Credit Agreement or of this Agreement). (c) From and after the Closing Date, by execution of this Agreement, each Person identified as a “Lender” on each signature page that is not already a Lender under the Existing Credit Agreement hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Person will be deemed to be a party to this Agreement and a “Lender” for all purposes of this Agreement and shall have all of the obligations of a Lender hereunder as if it had executed the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (ai) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (bii) all obligations under Loans (as defined in the Existing Credit Agreement Agreement) and other Obligations (as defined in the Existing Credit Agreement) outstanding on the Closing Date immediately prior to effectiveness of this Agreement shall in all respects be continuing and shall be deemed to be Loans and Obligations outstanding hereunderhereunder on the terms set forth herein; (ciii) the guarantees made to the lenders, the letter of credit issuers, the administrative agent lender and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; reaffirmed and (div) the security interests and liens Obligations (as defined in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with ) held by lenders party to the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and that are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments not Lenders hereunder as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement Date shall be re-allocated repaid and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders their related commitments shall be as set forth on Schedule 1.01(b) as in effect on the Closing Dateterminated. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 10.01 of the Existing Credit Agreement. This The execution and delivery of this Agreement is shall not constitute a novation of any indebtedness or other obligations owing to the Lender under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: This Agreement is an amendment and restatement of (abut not a novation of or an accord and satisfaction of) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations . All outstanding Obligations under the Existing Credit Agreement outstanding (and which have not been repaid on the Closing Date Date) shall continue to remain outstanding under this Agreement. From and after the date hereof, all references made to the Existing Credit Agreement in all respects be continuing and shall any “Loan Document” (as defined in the Existing Credit Agreement) or in any other instrument or document shall, without more, be deemed to be Obligations outstanding hereunder; refer to this Agreement. The Borrower and each Guarantor under this Agreement hereby acknowledges and agrees that the “Liens” (cas defined in the Existing Credit Agreement) created and provided for by the guarantees made “Collateral Documents” (as defined in the Existing Credit Agreement) continue to the lenderssecure, among other things, the letter of credit issuers, the administrative agent and each other holder of the obligations Obligations under the Existing Credit Agreement, Agreement which shall remain outstanding on the date hereof as well as those hereafter arising under this Agreement and the other Loan Documents; and the rights and remedies of the Administrative Agent under the Collateral Documents under the Existing Credit Agreement and the Liens under the Existing Credit Agreement created and provided for thereunder remain in full force and effect with respect to and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the Secured Obligations priority of the liens and are hereby reaffirmed; and (d) the security interests created and liens in favor of Bank of America, as administrative agent provided for by the benefit of the holders of the obligations Collateral Documents under the Existing Credit Agreement as to the indebtedness which would be secured thereby prior to giving effect to this Agreement, created under the collateral documents entered into in connection with . This amendment and restatement of the Existing Credit Agreement shall remain in full force operate to renew, amend and effect with respect to modify the Secured Obligations rights and are hereby reaffirmed. On obligations of the Closing Date, (i) Borrower shall prepay any revolving loans outstanding parties under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Dateprovided herein, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement but shall be re-allocated and restated among the Lenders so that, not act as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreementthereof.

Amendment and Restatement. The On the Closing Date, this Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as provided in this Section 1.09 (it being understood that this Agreement is not intended by the parties hereto agree that, on to be a novation of the Loan Documents (as defined in the Existing Credit Agreement) or the credit facilities under the Existing Credit Agreement). On the Closing Date, the following transactions shall be deemed to occur automatically, without further action rights and obligations of the parties evidenced by any party hereto: (a) the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to be amended and restated in its entirety pursuant refer to this Agreement; (b) Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Agents reserve all obligations of their rights under the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), and shall be paid on the Closing Date; provided, that, all Obligations (as defined in the Existing Credit Agreement) outstanding on the Closing Date that are not repaid on the Closing Date immediately prior to or simultaneously with the effectiveness of this Agreement shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) hereunder on the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmedterms set forth herein. On Commencing on the Closing Date, (i) Borrower all fees hereunder shall prepay any revolving loans outstanding under be payable by the Existing Credit Agreement Borrowers to the extent necessary to keep Agents for the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments account of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit this Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) On the Restatement Date, the Existing Credit Agreement shall be deemed to be amended amended, restated and restated superseded in its entirety entirety. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant to this Section 3.1 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement; (b) all obligations under the Existing Credit Agreement outstanding on as in effect prior to the Closing Date shall Restatement Date; (ii) such “Obligations” are in all respects be continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to and secure the Secured payment of the Obligations (as defined in this Agreement) and are hereby reaffirmedfully ratified and affirmed; and (div) upon the security interests effectiveness of this Agreement all loans and liens in favor letters of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans credit outstanding under the Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, each of the Company and each other Loan Party hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Restatement Date secure all Obligations hereunder. (b) On and after the Restatement Date, (i) each reference in the Loan Documents to the extent necessary “Credit Agreement”, “thereunder”, “thereof” or similar words referring to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, Credit Agreement shall mean and be a reference to this Agreement and (ii) each reference in the revolving credit extensions Loan Documents to a “Note” shall mean and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, a Note as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as defined in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under or in connection with the Existing Credit Agreement outstanding on the Closing Effective Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunderhereunder (and, on the Effective Date, the U.S. Borrower hereby absolutely and expressly assumes all of the duties, obligations and liabilities of SPX Corporation, in its capacity as a borrower under, and in connection with, the Existing Credit Agreement and the other loan documents executed in connection with the Existing Credit Agreement); (c) to the extent evidenced by the Guarantee and Collateral Agreement, the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder holders of the obligations under pursuant to the loan documents entered into in connection with the Existing Credit Agreement, Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) to the extent evidenced by the Guarantee and Collateral Agreement, the security interests and liens granted in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreementobligations, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Effective Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Effective Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) 1.1A as in effect on the Closing Effective Date (and, as of the Effective Date, each Lender’s portion of any outstanding Revolving Loans shall be equal to its Applicable Revolving Percentage of the outstanding amount of such Revolving Loans), (ii) each Existing Letter of Credit issued by an Issuing Lender under the Existing Credit Agreement shall be deemed for all purposes of this Agreement to constitute a Letter of Credit issued by such Issuing Lender pursuant hereto for the applicable Person, (iii) each Existing FCI issued by an FCI Issuing Lender under the Existing Credit Agreement shall be deemed for all purposes of this Agreement to constitute an FCI issued by such FCI Issuing Lender pursuant hereto for the applicable Borrower (and such Borrower, whether or not it is the Borrower for which such Existing FCI was originally issued under the Existing Credit Agreement, shall be obligated and liable in respect of such Existing FCI under the terms and conditions of this Agreement as if such Existing FCI had been originally issued at its request under this Agreement) and the FCI Issuing Commitment of such FCI Issuing Lender under this Agreement shall be deemed utilized in an amount equal to the Dollar Equivalent of all Existing FCIs issued by it and determined as of the Effective Date, subject to any subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(l), and (iv) any Lender may exchange, continue or rollover all or the portion of its credit extensions under the Existing Credit Agreement in connection with the entering into of this Agreement pursuant to a cashless settlement mechanism approved by SPX Corporation, the U.S. Borrower, the Administrative Agent, the Foreign Trade Facility Agent and such Lender. The parties hereto further acknowledge and agree that this This Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation 9.2 of the Existing Credit Agreement.

Amendment and Restatement. The Borrowers, the Banks, the Agent, the Japan Local Currency Agent and the Local Currency Agent each agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto agree thatand (ii) satisfaction (or 84 waiver by the aforementioned parties) of the conditions precedent set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the Debt created thereunder. The commitment of each Bank that is a party to the Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and the following transactions only commitments shall be deemed to occur automaticallythose hereunder. Without limiting the foregoing, without further action by any party heretoupon the effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Advances under (and shall be deemed to be amended and restated in its entirety pursuant to governed by the terms of) this Agreement; , (b) all obligations under the Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the Closing Date shall in all respects be continuing continue as obligations under this Agreement, and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made Agent shall have full power and authority to allocate the Commitments and Revolving Credit Commitments of the Banks as in effect immediately prior to the lendersClosing Date such that, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and immediately after giving effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On such allocations on the Closing Date, (i) Borrower each Bank shall prepay any revolving loans outstanding under hold the Existing “Commitment” and the “Revolving Credit Agreement Commitment” set forth next to its name on Schedule I hereto and the extent necessary Banks further agree to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Datemake all assignments and/or transfers, and hereby consent to any such assignments and transfers, which may be necessary (iiincluding, without limitation, assignments of funded obligations) to effect the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as allocations described in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreementclause (c).

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations Obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees Guarantees made to the lendersLenders, each Swap Bank, each Treasury Management Bank, and the letter of credit issuers, the administrative agent and each other holder of the obligations under Administrative Agent pursuant to the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmedreaffirmed and that each Guarantor has taken all necessary corporate or company action to approve the reaffirmation of such Guarantor’s Guaranty; and (d) the security interests Collateral Documents and liens the Liens created thereunder in favor of Bank of America, as administrative agent Administrative Agent for the benefit of the holders of the obligations under Obligations (as defined in the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement ) shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, ; (ie) Borrower shall prepay any revolving loans all Existing Letters of Credit outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of on the Closing Date, Date shall be deemed to be Letters of Credit outstanding on the Closing Date under this Agreement; and (iif) all references in the revolving credit extensions and revolving commitments made by the lenders under other Loan Documents to the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Datedeemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation 11.01 of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on (i) On the Closing Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended amended, restated and restated superseded in its entirety entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to this Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement; (b) all obligations under the Existing Credit Agreement outstanding on as in effect prior to the Closing Effective Date shall and (b) such “Obligations” are in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; with only the terms thereof being modified as provided in this Agreement. (cii) Notwithstanding the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder modifications effected by this Agreement of the obligations under representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, shall remain in full force the Borrower acknowledges and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens agrees that any causes of action or other rights created in favor of Bank of America, as administrative agent for the benefit any Lender and its successors arising out of the holders representations and warranties of the obligations under Borrower contained in or delivered (including representations and warranties delivered in connection with the Existing Credit Agreement, created under making of the collateral documents entered into loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall remain in full force survive the execution and effect with respect to delivery of this Agreement; provided, however, that it is understood and agreed that the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof. (iii) All indemnification obligations of the Borrower pursuant to the extent necessary Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to keep this Agreement. (iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements. (v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit AgreementEffective Date hereof.

Amendment and Restatement. The On the Closing Date, this Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as provided in this Section 1.10 (it being understood that this Agreement is not intended by the parties hereto agree that, on to be a novation of the Loan Documents (as defined in the Existing Credit Agreement) or the credit facilities under the Existing Credit Agreement). On the Closing Date, the following transactions shall be deemed to occur automatically, without further action rights and obligations of the parties evidenced by any party hereto: (a) the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to be amended and restated in its entirety pursuant refer to this Agreement; (b) Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Agents reserve all obligations of their rights under the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), and shall be paid on the Closing Date; provided, that, all Obligations (as defined in the Existing Credit Agreement) outstanding on the Closing Date that are not repaid on the Closing Date immediately prior to or simultaneously with the effectiveness of this Agreement shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) hereunder on the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmedterms set forth herein. On Commencing on the Closing Date, (i) Borrower all fees hereunder shall prepay any revolving loans outstanding under be payable by the Existing Credit Agreement Borrowers to the extent necessary to keep Agents for the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments account of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit this Agreement.

Amendment and Restatement. In order to facilitate the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: (a) As of the close of business on February 1, 2010, the entire outstanding balance of the Loan (as defined in the Existing Credit Agreement) was held by Bank of America and The parties hereto agree that, on Private Bank (or their participants). (b) Simultaneously with the Closing Date, but immediately prior to giving effect to Section 1.01(e), the following transactions parties hereby agree that (i) the Applicable Revolving Credit Percentages of each of the Lenders shall be deemed to occur automaticallythe Revolving Credit Applicable Percentage as set forth on Schedule 2.01 opposite such Lender’s name, without further action by any party hereto: (aii) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder principal balance of the obligations under Loan (as defined in the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated reallocated as outstanding Loans hereunder, and restated (iii) the requisite assignments shall be deemed to be made in such amounts among the Lenders so thatand from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions, but without the payment of any related assignment fee. (c) The parties hereby consent to all reallocations and assignments effected pursuant to Section 1.01(b) and waive any requirement for any other document or instrument, including any Assignment and Assumption, necessary to give effect to any reallocation or assignment. On the Closing Date, the respective Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments and reallocations as reflected in this Section 1.01 such that after giving effect to such settlements each Lender’s Applicable Revolving Commitments Credit Percentage equals (with customary rounding) its Applicable Percentage of the Outstanding Amount of all Loans. (d) The Borrowers, the Administrative Agent and the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and hereby agree that upon the effectiveness of this Agreement constitutes an amendment to Agreement, the terms and provisions of the Existing Credit Agreement made under which in any manner govern or evidence the Obligations, the rights and interests of the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in accordance with their entirety by the terms, conditions and provisions of this Agreement, and the terms of Section 10.02 and provisions of the Existing Credit Agreement. This , except as otherwise expressly provided herein, shall be superseded by this Agreement. (e) Notwithstanding this amendment and restatement of the Existing Credit Agreement, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing to any Person under the Existing Credit Agreement and other Existing Loan Documents shall continue as Obligations hereunder, and (ii) each of this Agreement, the Revolving Credit Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers under the Existing Credit Agreement or any Existing Loan Documents and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement shall continue as Letters of Credit hereunder. “Loans” under the Existing Credit Agreement accruing interest at the “BBA LIBOR Daily Floating Rate” under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the “Interest Periods” for all “LIBOR Loans” outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurodollar Rate Loans under this Agreement and accrue interest at the Eurodollar Rate hereunder (with any changes in the Applicable Rate effected hereunder becoming effective as of the Closing Date); provided that on and after the Closing Date the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Rate below, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date.

Amendment and Restatement. The parties hereto agree that, on (i) On the Closing Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended amended, restated and restated superseded in its entirety entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to this Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute Table of Contents a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement; (b) all obligations under the Existing Credit Agreement outstanding on as in effect prior to the Closing Effective Date shall and (b) such “Obligations” are in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; with only the terms thereof being modified as provided in this Agreement. (cii) Notwithstanding the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder modifications effected by this Agreement of the obligations under representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, shall remain in full force the Borrower acknowledges and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens agrees that any causes of action or other rights created in favor of Bank of America, as administrative agent for the benefit any Lender and its successors arising out of the holders representations and warranties of the obligations under Borrower contained in or delivered (including representations and warranties delivered in connection with the Existing Credit Agreement, created under making of the collateral documents entered into loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall remain in full force survive the execution and effect with respect to delivery of this Agreement; provided, however, that it is understood and agreed that the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding Borrower’s monetary obligations under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as in respect of the Closing Date, loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof. (iiiii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as All indemnification obligations of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment Borrower pursuant to the Existing Credit Agreement made under (including any arising from a breach of the representations thereunder) shall survive the amendment and in accordance with the terms of Section 10.02 restatement of the Existing Credit Agreement pursuant to this Agreement. This Agreement is not a novation . (iv) As of the Existing Credit AgreementEffective Date each Lender hereby (a) consents to the amendments to the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such amendments.

Amendment and Restatement. The parties hereto agree that, on On the Closing Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Prior Credit Agreement shall be deemed to be amended amended, restated and restated superseded in its entirety pursuant entirety. The parties hereto acknowledge and agree that (i) this Agreement, the Notes, and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Prior Credit Agreement) under the Prior Credit Agreement as in effect prior to the Effective Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (biii) all obligations the Liens as granted under the Existing Credit Agreement outstanding on the Closing Date shall Loan Documents securing payment of such “Obligations” are in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to and secure the Secured Obligations payment of the Indebtedness (as defined in this Agreement) and are hereby reaffirmedfully ratified and affirmed; and (div) upon the security interests effectiveness of this Agreement all Advances outstanding under the Prior Credit Agreement will be part of the Advances hereunder on the terms and liens conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Loan Documents and agrees that all collateral granted thereunder shall from and after the date hereof secure all Indebtedness hereunder. (a) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of Borrower contained in the Prior Credit Agreement, Borrower acknowledges and agrees that any causes of action or other rights created in favor of Bank of America, as administrative agent for the benefit any Lender and its successors arising out of the holders representations and warranties of the obligations under the Existing Credit Agreement, created under the collateral documents entered into Borrower contained in or delivered (including representations and warranties delivered in connection with the Existing making of the loans or other extensions of credit thereunder) in connection with the Prior Credit Agreement shall remain survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that Borrower’s monetary obligations under the Prior Credit Agreement in full force respect of the advances and effect with respect letters of credit thereunder are evidenced by this Agreement as provided herein. All indemnification obligations of the Borrower pursuant to the Secured Obligations Prior Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and are hereby reaffirmed. restatement of the Prior Credit Agreement pursuant to this Agreement. (b) On and after the Closing Effective Date, (i) Borrower shall prepay any revolving loans outstanding under each reference in the Existing Loan Documents to the “Agreement”, “thereunder”, “thereof” or similar words referring to the Credit Agreement shall mean and be a reference to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, this Agreement and (ii) each reference in the revolving credit extensions Loan Documents to a “Note” shall mean and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, a Note as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as defined in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree thatUpon the effectiveness of this Agreement, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the terms and conditions of the Existing Credit Loan Agreement shall be deemed to amended as set forth herein and, as so amended, shall be amended and restated in its their entirety pursuant to this Agreement; and (b) all obligations under the terms and conditions of the other Loan Documents shall be amended as set forth in Section 15.20 hereto. This Agreement shall not in any way release or impair the rights, duties, obligations, guarantees or Liens and security interests created pursuant to the Existing Credit Loan Agreement outstanding on or any other Loan Document (as defined therein) or affect the Closing Date shall relative priorities thereof, in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made each case to the lenders, the letter of credit issuers, the administrative agent extent in force and each other holder effect thereunder as of the obligations under effective date of this Agreement, except as specifically modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, obligations, guarantees, Liens and security interests are hereby assumed, ratified and affirmed by the Obligors. The guarantees, Liens and security granted in favor of the Secured Parties pursuant to the Existing Credit Agreement, Loan Agreement and any other Loan Document (as defined therein) to which any of the Obligors is a party shall continue without any diminution thereof and shall remain in full force and effect with respect to on and after the Secured Obligations and are hereby reaffirmed; and (d) effectiveness of this Agreement. Without limiting the security interests and liens in favor of Bank of America, as administrative agent for the benefit generality of the holders foregoing, this Agreement and the other Security Documents and all of the obligations Collateral described herein and therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement Loan Documents to the extent necessary to keep provided herein and in the outstanding Revolving Loans ratable with other Security Documents. It is the revised Revolving Commitments as intent of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not constitute a novation of the obligations and liabilities existing under the Existing Credit AgreementLoan Agreement or evidence repayment of any such obligations and liabilities and that this Agreement amends and restates in its entirety the Existing Loan Agreement and re-evidences the obligations of the Obligors outstanding thereunder.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) This Agreement amends and restates the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder as of the obligations under Effective Date. All Obligations (as defined in the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to shall constitute Obligations under this Agreement and, without limiting the extent necessary to keep foregoing, the outstanding Revolving Loans, Swingline Loans ratable and Letters of Credit (each under and as defined in the Existing Agreement) shall be Revolving Loans, Swingline Loans and Letters of Credit, respectively, under this Agreement (with an Interest Period ending on the revised Revolving Commitments same day as the last day of the Closing Date“Interest Period” if any, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement and related thereto), and each Lender shall be re-allocated and restated among have the Lenders so that, Commitments with respect thereto as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as stated in effect on the Closing Datethis Agreement. The parties hereto further Lenders acknowledge and agree that this Agreement constitutes an amendment such transfer of rights and interests under the Loan Documents shall take place among the Lenders as of the Effective Date to give effect to the Existing Credit Agreement made under Commitments set forth herein such that each Lender holds each Loan and has a participation in the LC Exposure and Swingline Exposure in accordance with its Commitments hereunder. The Lenders and any Existing Lender which will not continue as a Lender hereunder (an “Exiting Lender”) will make such payments among themselves as directed by the terms Administrative Agent to give effect to the Commitments hereunder; provided that the Borrowers shall be liable for any breakage costs under Section 2.16 in connection therewith. Nothing herein shall be interpreted to constitute a novation or satisfaction of Section 10.02 of the Obligations (as defined in the Existing Credit Agreement. This Agreement is not ), and the Obligations hereunder shall be deemed a novation of continuation thereof and shall be entitled to the same collateral with the same priority as the Obligations under and as defined in the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; , (b) all obligations under the Collateral Documents (as defined in the Existing Credit Agreement outstanding on and giving effect to any amendments thereto) and the Closing Date shall Liens created thereunder in all respects be continuing favor of Regions Bank as the Collateral Agent and/or the Administrative Agent and shall be deemed to be securing the Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under as defined in the Existing Credit Agreement), shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and , (dc) the security interests and liens all Obligations (as defined in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated deemed to be Obligations outstanding hereunder and restated among the Lenders so that, as this Agreement shall not constitute a novation of such Obligations or any of the Closing Daterights, the respective Revolving Commitments duties and obligations of the Lenders parties hereunder and (d) all references in the other Credit Documents to the Existing Credit Agreement shall be as set forth on Schedule 1.01(b) as in effect on the Closing Datedeemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 11.4 of the Existing Credit Agreement. This Agreement is not a novation of All Revolving Loans (as defined in the Existing Credit Agreement) and Swingline Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date shall, as of the Closing Date, be deemed to be a borrowing of Revolving Loans and Swingline Loans, respectively, in an equivalent amount and with the same Interest Period (to the extent applicable for Adjusted LIBOR Rate Loans) hereunder as of the Closing Date and in connection therewith, the Administrative Agent, the Borrower and the Lenders hereby acknowledge and agree that the Revolving Commitments (as defined in the Existing Credit Agreement) in effect under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated to the Revolving Commitments set forth on Appendix A and the Revolving Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and such reallocations shall be effective on the Closing Date and do not require any Assignment and Assumption or any other action of any Person.

Amendment and Restatement. The parties hereto agree that, on the Closing Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Effective Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder holders of the obligations under pursuant to the loan documents entered into in connection with the Existing Credit Agreement, Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens granted in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreementobligations, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Effective Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Effective Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b1.1A (and, as of the Effective Date, each Lender’s portion of (A) any outstanding Domestic Revolving Loans shall be equal to its Applicable Domestic Revolving Percentage of the outstanding amount of such Domestic Revolving Loans, and (B) any outstanding Global Revolving Loans shall be equal to its Applicable Global Revolving Percentage of the outstanding amount of such Global Revolving Loans), (ii) each Existing FCI issued by an FCI Issuing Lender under the Existing Credit Agreement shall be deemed for all purposes of this Agreement to constitute an FCI issued by such FCI Issuing Lender pursuant hereto for the applicable Borrower (and such Borrower, whether or not it is the Borrower for which such Existing FCI was originally issued under the Existing Credit Agreement, shall be obligated and liable in respect of such Existing FCI under the terms and conditions of this Agreement as if such Existing FCI had been originally issued at its request under this Agreement) and the FCI Issuing Commitment of such FCI Issuing Lender under this Agreement shall be deemed utilized in effect on an amount equal to the Closing Dollar Equivalent of all Existing FCIs issued by it and determined as of the Effective Date, subject to any subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(l), and (iii) any Lender may exchange, continue or rollover all or the portion of its credit extensions under the Existing Credit Agreement in connection with the entering into of this Agreement pursuant to a cashless settlement mechanism approved by the Parent Borrower, the Administrative Agent, the Foreign Trade Facility Agent and such Lender. The parties hereto further acknowledge and agree that this This Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation 9.2 of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Effective Date, (i) Borrower this Agreement shall prepay any revolving loans outstanding under amend and restate the Existing Credit Agreement to in its entirety but, for the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as avoidance of doubt, this Agreement shall not constitute a novation of the Closing Dateparties’ rights and obligations thereunder, and (ii) the revolving credit extensions Liens and revolving security interests as granted under the Existing Credit Agreement or any Loan Document (as defined in the Existing Credit Agreement) securing payment of indebtedness, liabilities and obligations thereunder are in all respects continuing and in full force and effect. The parties hereto agree and acknowledge that (A) the Revolving Credit Facility set forth in Section 2.1(b) is a continuation of the “Revolving Credit Facility” under and as defined in the Existing Credit Agreement, (B) the Revolving Euro Tranche Facility set forth in Section 2.1(c) is a continuation of the “Revolving Euro Tranche Facility” under and as defined in the Existing Credit Agreement, (C) the Revolving Yen Tranche Facility set forth in Section 2.1(d) is a continuation of the “Revolving Yen Tranche Facility” under and as defined in the Existing Credit Agreement, (D) the proceeds of the Term A Facility set forth in subsection 2.1(a), together with Revolving Credit Loans, will be used on the Initial Funding Date to repay in full amounts outstanding under the “Term A Facility” under and as defined in the Existing Credit Agreement and such existing term facility shall terminate simultaneously with such repayment of amounts owing with respect thereto, and (E) the Revolving Credit Commitments, the Revolving Euro Tranche Commitments, Revolving Yen Tranche Commitments and the Term A Loan Commitments of each of the Lenders as of the Initial Funding Date shall be as set forth in Schedule 2.1. Notwithstanding the foregoing, to the extent the Effective Date is not a Business Day, (x) the commitments made by the lenders under the Existing Credit Agreement shall not be re-allocated until the Initial Funding Date and restated among (y) interest rates applicable with respect to the Lenders so that, loans outstanding under the “Term A Facility” under and as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as defined in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and shall continue to apply on the Effective Date until such loans are paid in accordance with full on the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit AgreementInitial Funding Date.

Amendment and Restatement. The parties hereto agree that, on (a) On the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended amended, restated and restated superseded in its entirety entirety. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant to this Section 3.1 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement; (b) all obligations under the Existing Credit Agreement outstanding on as in effect prior to the Closing Date shall Date; (ii) such “Obligations” are in all respects be continuing and shall be deemed to be Obligations outstanding hereunderwith only the terms thereof being modified as provided in this Agreement; (ciii) the guarantees made to Liens as granted under the lenders, collateral documents securing payment of such “Obligations” have been terminated and do not secure the letter payment of the Obligations (as defined in this Agreement); and (iv) upon the effectiveness of this Agreement all loans and letters of credit issuers, outstanding under the administrative agent and each other holder Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the obligations under Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. (b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Company contained in the Existing Credit Agreement, shall remain in full force the Company acknowledges and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens agrees that any causes of action or other rights created in favor of Bank of America, as administrative agent for the benefit any Lender and its successors arising out of the holders representations and warranties of the obligations under Company contained in or delivered (including representations and warranties delivered in connection with the Existing Credit Agreement, created under making of the collateral documents entered into loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall remain in full force survive the execution and effect with respect delivery of this Agreement to the Secured Obligations extent specifically provided in the Existing Credit Agreement and without extending any applicable statute of limitations; provided, however, that it is understood and agreed that the Company’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are hereby reaffirmed. evidenced by this Agreement as provided in Section 2 hereof. (c) All indemnification obligations of the Company pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. (d) On and after the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under each reference in the Existing Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Credit Agreement shall mean and be a reference to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, this Agreement and (ii) each reference in the revolving credit extensions Loan Documents to a “Note” shall mean and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, a Note as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as defined in effect on the Closing Datethis Agreement. The parties hereto further acknowledge and agree that have caused this Agreement constitutes an amendment to the Existing Credit Agreement made under be duly executed and in accordance with the terms of Section 10.02 delivered by their duly authorized officers as of the Existing Credit Agreementdate first set forth above. This Agreement is not By: LECG Corporation Sole Managing Member of LECG, LLC By: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Financial Officer LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, as Issuing Lender and as a novation Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ Title: First Vice President as Syndication Agent and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇ Title: Vice President U. S. BANK NATIONAL ASSOCIATION, as Co- Documentation Agent and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President KEY BANK N. A., as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President ▇▇▇▇▇ FARGO BANK , N.A., as Co-Documentation Agent and a Lender By: /s/ Nuzha Bukhari Title: Vice President THE NORTHERN TRUST COMPANY, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Title: Vice President LaSalle Bank National Association $ 26,000,000 * 26.0 % Bank of the Existing Credit Agreement.America, N.A. $ 26,000,000 26.0 % U. S. Bank National Association $ 14,000,000 14.0 % KeyBank National Association $ 12,000,000 12.0 % ▇▇▇▇▇ Fargo Bank, N.A. $ 12,000,000 12.0 % The Northern Trust Company $ 10,000,000 10.0 % TOTALS $ 100,000,000 100 % * Includes Swing Line Commitment Amount of $10,000,000. c/o LECG Corporation ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq. Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a Lender ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ BANK OF AMERICA, N.A., as Syndication Agent and a Lender ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ San Francisco, California 94104 Attention: ▇▇▇▇▇ Leimsleder Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent and a Lender

Amendment and Restatement. The Loan Parties, the Lenders and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto agree thatand (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the Debt created thereunder. The commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and the following transactions only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to occur automaticallyrefer to the Administrative Agent, without further action by this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any party hereto: Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (ad) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to be amended such Lender under this Agreement and restated (e) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in its entirety pursuant to this Agreement; (b) all obligations respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding Date, reflect the respective Commitment of the Lenders hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect Lender hereby waives its right to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent receive any compensation or reimbursement pursuant to Section 3.4 hereof for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into any breakage costs incurred by such Lender in connection with the Existing Credit Agreement sale or assignment of any Term SOFR Loans that may be required under this clause (e). Each ▇▇▇▇▇▇ ▇▇▇▇▇▇ confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall remain approve in full force its sole discretion, in connection with the amendment and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under restatement of the Existing Credit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the extent necessary to keep Lenders (and, for the outstanding Revolving Loans ratable with avoidance of doubt, such modifications may include the revised Revolving Commitments as addition of the Closing Date, Loan Parties and (ii) the revolving credit extensions and revolving commitments made other changes that are otherwise permitted by the lenders Administrative Agent’s authority under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as or with respect to such existing Loan Documents or are consistent with changes in effect on the Closing Date. The parties hereto further acknowledge and agree that provisions included in this Agreement constitutes an amendment as compared to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 provisions of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement).

Amendment and Restatement. The parties hereto agree thatThis Agreement amends and restates in its entirety the Initial Loan Agreement. This Agreement and the other Loan Documents govern the present relationship between the Obligors, on Agent and Lenders. This Agreement, however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the Closing Datecreation, attachment, perfection or priority of the security interests in, and other Liens on, the following transactions Collateral, which security interests and other Liens each of the Obligors, by this Agreement, acknowledges, reaffirms and confirms to Agent and Lenders. In addition, except as otherwise provided herein, all monetary obligations and liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Initial Loan Agreement, other than Excluded Swap Obligations (the “Initial -107- Loan Agreement Obligations”) shall be deemed continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and indebtedness the Obligors, by this Agreement, acknowledge, reaffirm and confirm. The Obligors agree that any outstanding commitment or other obligation to occur automaticallymake advances or otherwise extend credit or credit support to any Obligor pursuant to the Initial Loan Agreement is superseded by, without further action by and renewed and consolidated under, this Agreement. The Obligors represent and warrant that none of them have assigned or otherwise transferred any party hereto: (a) rights arising under the Existing Credit Agreement shall be deemed to be Initial Loan Agreement. To the extent not amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments Loan Documents executed in connection with the Initial Loan Agreement and in effect prior to the Closing Date (the “Existing Loan Documents”) shall continue in full force and effect, are hereby ratified, reaffirmed and confirmed in all respects, and shall, for the avoidance of doubt, constitute “Loan Documents” under this Agreement. The terms of the Lenders Loan Documents that correspond to the Existing Loan Documents that have been amended and restated as of the Closing Date shall govern for any period occurring on or after the Closing Date, and the terms of such Existing Loan Documents prior to their amendment and restatement shall govern for any period beginning before the Closing Date and ending on the day immediately preceding the Closing Date. In furtherance of the foregoing, (i) each reference in any Loan Document to the “Loan Agreement”, any other Loan Document that is being amended and restated as of the Closing Date, “thereunder”, “thereof” or words of like import, is hereby amended, mutatis mutandis, as applicable in the context, to be a reference to, and shall thereafter mean, this Agreement or such other amended and restated Loan Document, as set forth on Schedule 1.01(b) applicable in the context (as each may be amended, modified or supplemented and in effect from time to time) and (ii) the definition of any term defined in any Loan Document by reference to the terms defined in the “Loan Agreement” or any other Loan Document that is being amended and restated as of the Closing Date is hereby amended to be defined by reference to the defined term in this Agreement or such other amended and restated Loan Document, as applicable (as each may be amended, modified or supplemented and in effect from time to time). It is acknowledged and agreed that this Agreement is an “ABL Agreement” for all purposes under the Intercreditor Agreement, and, as of the date hereof, is the only “ABL Agreement” in existence for purposes of the Intercreditor Agreement, and the Agent is the “ABL Representative” for all purposes under the Intercreditor Agreement. In order to induce Lenders to enter into this Agreement on the Closing Date, each Obligor hereby represents, warrants and covenants to Lenders that it has determined that each Obligor will benefit specifically and materially from the amendment and restatement of the Initial Loan Agreement pursuant to this Agreement on the Closing Date and that each Obligor requested and bargained for the structure and terms of and security for the Loans contemplated by this Agreement on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit AgreementRelease. This Agreement is not a novation of the Existing Credit Agreement.EACH OBLIGOR HEREBY ACKNOWLEDGES THAT AS OF THE DATE HEREOF IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ANY LENDER. EACH OBLIGOR HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES AGENT AND EACH LENDER AND THEIR RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM

Amendment and Restatement. The parties hereto agree that, on This Agreement amends and restates in its entirety the Closing Date, terms set forth in both the following transactions shall be deemed to occur automatically, without further action by any party hereto: Existing Revolving Credit Agreement and the Existing Term Loan Agreement. Borrower (a) acknowledges and agrees that the “Obligations” (as defined in the Existing Revolving Credit Agreement shall be deemed Agreement) and the “Obligations” (as defined in the Existing Term Loan Agreement) are owing to be amended Administrative Agent and restated in its entirety pursuant to this Agreementthe Lenders; (b) reaffirms all obligations under of the “Obligations” (as defined in the Existing Revolving Credit Agreement outstanding on Agreement) and the Closing Date shall “Obligations” (as defined in all respects be continuing and shall be deemed the Existing Term Loan Agreement) owing to be Obligations outstanding hereunderany of Administrative Agent or the Lenders; (c) acknowledges and agrees that this Agreement does not extinguish the guarantees made to obligations for the lenderspayment of money outstanding either under the Existing Revolving Credit Agreement or the Existing Term Loan Agreement, the letter of credit issuers, the administrative agent or discharge or release any such obligations; (d) acknowledges and each other holder agrees that nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Revolving Credit Agreement or the Existing Term Loan Agreement, which shall remain in full force and effect with respect to the Secured Obligations and are effect, except as modified hereby reaffirmedor by instruments executed concurrently herewith; and (de) the security interests acknowledges and liens agrees that nothing expressed or implied in favor this Agreement shall be construed as a release or other discharge of Bank Borrower from any of America, as administrative agent for the benefit of the holders of the its obligations or liabilities under the Existing Revolving Credit Agreement, created under Agreement or the collateral Existing Term Loan Agreement or any of the other loan documents entered into executed in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreementtherewith.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens Liens in favor of Bank of AmericaCadence Bank, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower the Loan Parties shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation 11.01 of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) On the date on which all of the conditions set forth in Section 2.1 have been satisfied (or waived in writing by the Requisite Lenders in accordance with Article XIII): (i) The Existing Credit Agreement shall be deemed to be and is hereby amended and restated in its entirety pursuant to the form of this Agreement; and (bii) all obligations All Loans (as defined in the Existing Credit Agreement) and other amounts outstanding under the Existing Credit Agreement prior to the date hereof shall continue to be outstanding on the Closing Date shall in all respects be continuing under this Agreement and shall be deemed to be Loans and other Obligations outstanding hereunder; (c) owing by the guarantees made Borrower to the lendersLenders under this Agreement. The Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the letter Agent (including the assignment of credit issuersinterests in, or the administrative agent purchase or participations in, such outstanding Loans) to give effect to the foregoing and to ensure that the aggregate Obligations owing to each Lender are outstanding in proportion to each Lender’s Rateable Portion of all outstanding Obligations after giving effect to the foregoing. (b) Notwithstanding the foregoing or any other holder term hereof, all of the obligations under covenants, representations and warranties on the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit part of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement and all of the claims and causes of action arising against the Borrower in connection therewith, in respect of all matters, events, circumstances and obligations arising or existing prior to the extent necessary date hereof shall continue, survive and shall not be merged in the execution of this Agreement or any other Loan Documents or any other Advance or provision of any Loan hereunder. (c) References herein to keep the outstanding Revolving Loans ratable with “date hereof” or similar expressions shall be and shall be deemed to be the revised Revolving Commitments as date of the Closing Dateexecution and delivery hereof, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so thatbeing December 31, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement2008.

Amendment and Restatement. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Restatement Date. The parties hereto agree that, on execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Closing Lenders or the Agent under the Existing Credit Agreement. On the Restatement Date, the following transactions credit facilities described in the Existing Credit Agreement shall be deemed to occur automaticallyamended, without further action supplemented, modified and restated in their entirety by any party hereto: (a) the credit facilities described herein, and all Borrowings and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement shall be deemed to be amended Borrowings and restated obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Agent shall make such transfers of funds as are necessary in its entirety pursuant to this Agreement; order that the outstanding balance of Borrowings, together with any Borrowings funded on the Restatement Date, reflect the respective Revolving Commitments and outstanding Term Loan Advances of the Lenders hereunder. (b) all obligations under The Loan Parties acknowledge and agree that the security interests and Liens (as defined in the Existing Credit Agreement) granted to the Agent pursuant to the Existing Credit Agreement outstanding on and the Closing Date shall other Collateral Documents (as defined in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement), shall remain outstanding and in full force and effect with respect effect, without interruption or impairment of any kind, and shall continue to secure the Secured Obligations Obligations. (c) The Loan Parties acknowledge and are hereby reaffirmed; and (d) the security interests and liens agree that any causes of action or other rights created in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into any Lender and its successors in connection with the Existing Credit Agreement shall remain or any other Loan Document executed in full force and effect with respect connection therewith prior to the Secured Obligations Restatement Date shall survive the execution and are hereby reaffirmeddelivery of this Agreement. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as All indemnification obligations of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under Loan Parties arising pursuant to the Existing Credit Agreement shall be re-allocated survive the amendment and restated among the Lenders so that, as restatement of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit pursuant to this Agreement.

Amendment and Restatement. The parties hereto agree that, on In order to facilitate the Closing DateAmendment and Restatement and otherwise to effectuate the desires of the Borrowers, the following transactions Administrative Agent, the L/C Issuer and the Lenders: (a) Upon the effectiveness of this Agreement, the Commitments shall be as set forth in Schedule 2.01 and simultaneously with such effectiveness the portion of Loans outstanding under the Existing Credit Agreement immediately prior to such effectiveness shall be reallocated in accordance with such Commitments and the requisite assignments to effect such reallocation shall be deemed to occur automaticallyhave been made in such amounts by and between the applicable Lenders and from each assignor Lender to the corresponding assignee Lender, without further action with the same force and effect as if each such assignment was evidenced by any party hereto: an Assignment and Assumption (a) as defined in the Existing Credit Agreement). Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (all of which requirements are hereby waived), and each such assignment shall be deemed to be amended made with all applicable representations, warranties and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing covenants as if evidenced by an Assignment and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmedAssumption. On the Closing Date, each assignee Lender shall make full cash settlement with each corresponding assignor Lender, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all such assignments and reallocations such that after giving effect to such settlements each Lender’s Commitments and Applicable Percentage shall be as set forth on Schedule 2.01. (ib) Borrower shall prepay any revolving loans outstanding under Upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement to which in any manner govern or evidence the extent necessary to keep Obligations (as defined in the outstanding Revolving Loans ratable with Existing Credit Agreement), the revised Revolving Commitments as rights and interests of the Closing Date, administrative agent and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement and any terms, conditions or matters related to any thereof, shall be re-allocated and hereby are amended and restated among in their entirety by the Lenders so thatterms, as conditions and provisions of the Closing Datethis Agreement, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. This Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.01, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement and other Existing Loan Documents outstanding as of the Closing Date shall continue as Obligations hereunder and all obligations under swap contracts and in relation to cash management agreements existing on the Closing Date shall continue as Secured Cash Management Agreements and Secured Hedge Agreements hereunder, and (ii) neither the execution and delivery of this Agreement and any other Loan Document (as defined herein) nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Credit AgreementAgreement or of any of the other Existing Loan Documents or any obligations thereunder outstanding as of the Closing Date.

Amendment and Restatement. The parties hereto agree that, on the Closing Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Credit Agreement; (b) all obligations Obligations (as defined in the Existing Credit Agreement) owing to any Lender that was a lender under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder and this Credit Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under Guaranty Obligations (as defined in the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under Guarantors (as defined in the Existing Credit Agreement, created under ) in favor the collateral documents entered into in connection with Secured Parties pursuant to the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Guaranteed Obligations and are hereby reaffirmed. On ; (d) all Letters of Credit (as defined in the Closing Date, (iExisting Credit Agreement) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement on the Effective Date shall be deemed to be Letters of Credit outstanding on the Effective Date under this Credit Agreement (or shall be backstopped by, Letters of Credit issued under this Credit Agreement or cash collateralized in a manner satisfactory to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, issuing banks thereof); and (iie) all references in the revolving credit extensions and revolving commitments made by the lenders under other Credit Documents to the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Datedeemed to refer without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that this Credit Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement.11.6

Amendment and Restatement. The parties hereto agree that, on (a) On the Closing Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Original Credit Agreement shall be deemed to be amended amended, restated and restated superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant to this Agreement; (bSection 2.09(a) all obligations under and the Existing Credit Agreement outstanding on the Closing Date shall other Loan Documents executed and delivered in all respects be continuing connection herewith do not constitute a novation, payment and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lendersreborrowing, the letter of credit issuers, the administrative agent and each other holder refinancing or termination of the obligations under the Existing Original Credit Agreement as in effect prior to the Effective Date; (ii) the “Loans” (as defined in the Original Credit Agreement) have not become due and payable prior to the Effective Date as a result of the amendment and restatement of the Original Credit Agreement; (iii) such obligations are in all respects continuing with only the terms thereof being modified as provided in this Agreement; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. (b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Original Credit Agreement, shall remain in full force the Borrower acknowledges and effect with respect agrees that any causes of action or other rights created prior to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens Effective Date in favor of Bank of America, as administrative agent for the benefit any Lender and its successors arising out of the holders representations and warranties of the obligations under the Existing Credit Agreement, created under the collateral documents entered into Borrower and contained in or delivered (including representations and warranties delivered in connection with the Existing making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement or any other Loan Document executed in connection therewith prior to the Effective Date shall remain survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Original Credit Agreement in full force respect of the loans and effect letters of credit thereunder are now monetary obligations of the Borrower as evidenced by this Agreement as provided in Article II hereof. (c) All indemnification obligations of the Borrower pursuant to the Original Credit Agreement (including any arising from a breach of the representations thereunder) with respect to any losses, claims, damages, liabilities and related expenses occurring prior to the Secured Obligations Effective Date shall survive the amendment and are hereby reaffirmed. restatement of the Original Credit Agreement pursuant to this Agreement. (d) On and after the Closing Effective Date, (i) Borrower shall prepay any revolving loans outstanding under each reference in the Existing Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Original Credit Agreement shall mean and be a reference to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, this Agreement and (ii) each reference in the revolving credit extensions Loan Documents to a “promissory note” shall mean and revolving commitments made by be a promissory note as referred to in this Agreement. (e) In furtherance of the lenders foregoing, on the Effective Date (i) all Loans outstanding under the Existing Original Credit Agreement shall continue to be re-allocated Loans hereunder, Administrative Agent and restated among such Lenders shall make such transfers of funds as are necessary in order that the Lenders so that, as outstanding balances of such Loans and any other Loans funded on the Closing Date, Effective Date reflect the respective Revolving Commitments of the Lenders hereunder; and (ii) all Letters of Credit issued and outstanding under the Original Credit Agreement shall continue to be Letters of Credit hereunder and each Lender’s Letter of Credit participations shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and adjusted in accordance with its respective Applicable Percentage. (f) On the Effective Date, the Commitment of each Lender that is a party to the Original Credit Agreement, but not a party to this Agreement (other than for purposes of this Section 9.18(f)) (an “Exiting Lender”), shall be terminated, all outstanding obligations owing to such Exiting Lender under the Original Credit Agreement on the Effective Date shall be paid in full as provided in this Section, and each Exiting Lender shall cease to be a Lender under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Loan Documents that are intended by their express terms of Section 10.02 to survive termination of the Existing Credit AgreementCommitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Lender hereunder. This Agreement is not a novation of the Existing Credit Agreement.[Signature Pages Follow]

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lendersLenders, each Affiliate of a Lender that entered into a Specified Swap Agreement or a Specified Cash Management Agreement and the letter of credit issuers, the administrative agent and each other holder of the obligations under Administrative Agent pursuant to the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests Security Documents and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, Liens created under the collateral documents entered into in connection with the Existing Credit Agreement thereunder shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (e) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer, without further amendment, to this Agreement. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments Revolving Commitments made by the lenders Lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, and revolving credit extensions and Revolving Commitments shall be made by the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) 1.1A as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation 10.1 of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lendersLenders, each Affiliate of a Lender that entered into a Specified Swap Agreement or a Specified Cash Management Agreement and the letter of credit issuers, the administrative agent and each other holder of the obligations under Administrative Agent pursuant to the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests Security Documents and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, Liens created under the collateral documents entered into in connection with the Existing Credit Agreement thereunder shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (e) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer, without further amendment, to this Agreement. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments Revolving Commitments made by the lenders Lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, and revolving credit extensions and Revolving Commitments shall be made by the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) 1.1A as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement CHAR1\1969725v1CHAR1\1969725v3 constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation 10.1 of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lendersLenders, each Affiliate of a Lender that entered into a Specified Swap Agreement or a Specified Cash Management Agreement and the letter of credit issuers, the administrative agent and each other holder of the obligations under Administrative Agent pursuant to the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests Security Documents and liens the Liens created thereunder in favor of Bank of AmericaJPMorgan Chase Bank, N.A., as administrative agent for the benefit of the holders of the obligations under as assigned to Bank of America as Administrative Agent and securing the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement Obligations shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (e) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer, without further amendment, to this Agreement. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments Revolving Commitments made by the lenders Lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, and revolving credit extensions and Revolving Commitments shall be made by the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement1.

Amendment and Restatement. The This Agreement amends and restates in its entirety the Original Loan and Security Agreement effective as of the date hereof. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Secured Obligations” (as defined in the Original Loan and Security Agreement). Instead, it is the express intention of the parties hereto agree thatto reaffirm the indebtedness, on obligations and liabilities created under the Closing DateOriginal Loan and Security Agreement which is secured by the Collateral pursuant to the terms of the applicable Loan Documents, except as modified hereby. Each Borrower acknowledges and confirms that the liens and security interests granted pursuant to the applicable Loan Documents secure the applicable indebtedness, liabilities and obligations of Borrower to the Lenders under the Original Loan and Security Agreement, as amended and restated by this Agreement, the following transactions Loan Documents shall be deemed continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and that the term “Secured Obligations” as used in the Loan Documents (or any other term used therein to occur automaticallydescribe or refer to the indebtedness, liabilities and obligations of Borrower to Agent and the Lenders) includes, without limitation, the indebtedness, liabilities and obligations of Borrower under this Agreement, and under the Original Loan and Security Agreement, as amended and restated hereby, as the same further action by may be amended, modified, supplemented and/or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any party hereto: (a) of the Existing Credit Agreement foregoing shall each be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep give effect to the outstanding Revolving Loans ratable with provisions of this Agreement. Each reference to the revised Revolving Commitments as of the Closing Date, “Loan and (ii) the revolving credit extensions Security Agreement” in any Loan Document shall mean and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that a reference to this Agreement constitutes an amendment (as further amended, restated, supplemented or otherwise modified from time to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreementtime). This Agreement is not a novation of the Existing Credit Agreement.(SIGNATURES TO FOLLOW)

Amendment and Restatement. The parties hereto agree thatIn order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, on the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, the following transactions parties hereby agree that the Commitments shall be deemed to occur automatically, without further action by any party hereto: (a) as set forth in Schedule 2.01 and the Existing Credit Agreement shall be deemed to be amended portion of Loans and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement other Outstanding Amounts outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated reallocated in accordance with such Commitments and restated among the requisite assignments shall be deemed to be made in such amounts by and between the Lenders so that(including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 11.07 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 11.07 of the Existing Credit Agreement or Section 11.07 of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the respective Revolving Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments of (as such term is defined in the Lenders Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 1.01(b2.01. (b) as in effect on The Borrowers, the Closing Date. The parties hereto further acknowledge Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement constitutes an amendment to Agreement, the terms and provisions of the Existing Credit Agreement made under which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in accordance with their entirety by the terms, conditions and provisions of this Agreement, and the terms of Section 10.02 and provisions of the Existing Credit Agreement. This , except as otherwise expressly provided herein, shall be superseded by this Agreement. (c) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.13, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrowers 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 the Borrowers under the Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers under the Existing Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall 145501075_6 constitute advances hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurocurrency Rate Loans under this Agreement and accrue interest at the Eurocurrency Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date.

Amendment and Restatement. The parties hereto agree thatThis Agreement amends and restates in its entirety the Existing Loan Agreement, on the Closing Dateand, upon effectiveness of this Agreement, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) terms and provisions of the Existing Credit Loan Agreement shall, subject to this Section 13.27, be superseded hereby. All references to the “Loan Agreement” contained in any of the Loan Documents executed in connection with the Existing Loan Agreement shall be deemed to be amended and restated in its entirety pursuant refer to this Agreement; . Notwithstanding the amendment and restatement of the Existing Loan Agreement by this Agreement, the “Obligations” (b) all obligations as defined under the Existing Credit Loan Agreement) outstanding under the Existing Loan Agreement as of this date shall remain outstanding on and constitute continuing Obligations hereunder. Such outstanding Obligations and the Closing Date liens securing payment thereof shall in all respects be continuing, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such Obligations. In furtherance of and without limiting the foregoing, from and after the date hereof and except as expressly specified herein, the terms, conditions, and covenants governing the Obligations outstanding under the Existing Loan Agreement shall be solely as set forth in this Agreement, which shall supersede the Existing Loan Agreement in its entirety. In addition to the foregoing, nothing herein shall be construed as having the effect of terminating or releasing the liens and security interests granted pursuant to the Existing Loan Agreement. Instead, it is the express intention of Borrowers to reaffirm such grants as valid and enforceable security interests and liens which originally attached to the Collateral pursuant to the Existing Security Agreement and are continuing in favor of Lender under this Agreement. Neither the execution and delivery of this Agreement nor any of the terms hereof shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder adversely affect any of the obligations liens and security interests in favor of Lender under the Existing Credit Loan Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated amended and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreementhereby.

Amendment and Restatement. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Effective Date. The parties hereto agree that, on execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Closing Lenders or the Administrative Agent under the Existing Credit Agreement. On the Effective Date, the following transactions credit facility described in the Existing Credit Agreement shall be deemed to occur automaticallyamended, without further action supplemented, modified and restated in its entirety by any party hereto: (a) the facility described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be amended loans and restated obligations outstanding under the facility described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in its entirety pursuant to this Agreement; order that the outstanding balance of the Loans, together with any Loans funded on the Effective Date, reflect the respective Commitments and/or Loans of the Lenders hereunder. (b) all obligations For the avoidance of doubt, the Lenders party to the Existing Credit Agreement have agreed among themselves, if applicable, to reallocate their respective Loans under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit as contemplated by this Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing DateEffective Date and after giving effect to such reallocation and adjustments, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (iix) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement Commitments of each Lender shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(bI hereto and (y) as in effect after the funding of the Loans on the Closing Effective Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 , each Lender shall own its Pro Rata Share of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit AgreementLoans.

Amendment and Restatement. (a) The Standby Letter of Credit Facility Agreement will, with effect from (and including) the Effective Date, be amended and restated in the form set out in schedule 4 so that the rights and obligations of the parties to this agreement relating to their performance under the Standby Letter of Credit Facility Agreement from (and including) the Effective Date shall be governed by, and construed in accordance with, the terms of the Amended and Restated Standby Letter of Credit Facility Agreement. (b) The parties hereto to this agreement agree that, with effect from (and including) the Effective Date, they shall have the rights and take on the Closing Dateobligations ascribed to them under the Amended and Restated Standby Letter of Credit Facility Agreement. (c) Notwithstanding any other term of the Amended and Restated Standby Letter of Credit Facility Agreement, the following transactions shall be deemed parties to occur automatically, without further action by any party hereto: this agreement agree that the letter referred to in schedule 3 paragraph 6.2 of this agreement (athe “LC Amendment Request Letter”) the Existing Credit Agreement shall be deemed to be amended a Utilisation Request for the purposes of the Amended and restated Restated Standby Letter of Credit Facility Agreement and that accordingly the Facility Agent will arrange for the delivery of the letter and the revocation notice to The Society and Council of Lloyd’s in its entirety pursuant the forms attached to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding LC Amendment Request Letter on the Closing Date shall date specified in all respects be continuing and shall be deemed the LC Amendment Request Letter (such date to be Obligations outstanding hereunder; (coccur no earlier than the Effective Date) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder in accordance with clause 6.6(b) of the obligations under Amended and Restated Standby Letter of Credit Facility Agreement. With effect from the Existing date of delivery of such letter and revocation notice, all references in the Amended and Restated Standby Letter of Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Facility Agreement to the extent necessary Letter of Credit no. SBYB111000556 will be to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments such Letter of Credit as of the Closing Date, amended pursuant to such letter and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreementrevocation notice.

Amendment and Restatement. This Agreement is and shall for all purposes be deemed to be an amendment and restatement of the provisions of the Existing Credit Agreement. While this Agreement shall supersede the Existing Credit Agreement insofar as it constitutes the entire agreement between the parties concerning the subject matter of this Agreement, this Agreement merely amends and restates the Existing Credit Agreement and does not constitute or result in a novation or rescission of the Existing Credit Agreement, the existing Security or any other Loan Document. The parties hereto agree that, on confirm that none of the Closing Date, Advances pursuant to the following transactions Existing Credit Agreement has been repaid or replaced by new obligations as a result of this Agreement. All such Advances shall be deemed to occur automaticallybe Advances under this Agreement as more specifically provided in Sections 2.3, without further action by 3.3, 4.3 and 5.3, and all of the Obligations (as defined in the Existing Credit Agreement) shall be deemed to be Obligations under this Agreement. Without in any party hereto: way limiting the terms of the Existing Credit Agreement or the other Loan Documents, the Obligors confirm that the existing Security shall continue to secure all of the Obligations, Intercompany Obligations and Other Secured Obligations (a) or such part of them as is described in any particular document forming part of the Security), including those arising as a result of this Agreement. Any references in the Security or other Loan Documents to the Existing Credit Agreement or section numbers in the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant interpreted as referring to this Agreement; (b) all obligations under Agreement and the Existing Credit Agreement outstanding on the Closing Date shall corresponding Sections of it. Certain defined terms used in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain including "Credit Documents," "Proportionate Share" and "Restricted Parties" have generally been replaced in full force and effect with respect to this Agreement by equivalent terms used in the Secured Obligations and are hereby reaffirmed; and (d) Provisions, but the security interests and liens terms used in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain may continue to be used in full force the Security and effect with respect to other Loan Documents. It is intended that the Secured Obligations equivalent terms are interchangeable and, without limiting that statement, that the debts, liabilities and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as obligations of the Closing Date, and (ii) Restricted Parties that may be described in the revolving credit extensions and revolving commitments made by Security are the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, same as those of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as Obligors described in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on (a) Each of the Consenting Existing Lenders has executed and delivered to the Administrative Agent and the Borrower a signature page to the Existing Lender Consent pursuant to which such Consenting Existing Lender has consented to the amendment and restatement of the Existing Credit Agreement effected hereby. (b) As of the Closing Date, the following transactions this Agreement shall be deemed to occur automaticallyamend, without further action by any party hereto: (a) and restate as amended, the Existing Credit Agreement, but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be amended a continuing agreement among the parties, and restated in its entirety all documents, instruments and agreements delivered pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect effect, each in accordance with respect its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the Secured Obligations and are hereby reaffirmed. On same extent as if the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under modifications to the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as contained herein were set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. (c) Each Existing Lender, as to itself, hereby waives any indemnity claim for breakage costs under Section 10.02 2.16 of the Existing Credit Agreement in connection with any Breakage Event resulting from any payment in respect of its Loans (as defined in the Existing Credit Agreement. This Agreement is not a novation ) in connection with the amendment and restatement of the Existing Credit AgreementAgreement effected hereby.

Amendment and Restatement. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Effective Date. The parties hereto agree that, on execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Closing Lenders or the Administrative Agent under the Existing Credit Agreement. On the Effective Date, the following transactions credit facility described in the Existing Credit Agreement shall be deemed to occur automaticallyamended, without further action supplemented, modified and restated in its entirety by any party hereto: (a) the facility described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be amended loans and restated obligations outstanding under the facility described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in its entirety pursuant to this Agreement; order that the outstanding balance of the Loans, together with any Loans funded on the Effective Date, reflect the respective Commitments and/or Loans of the Lenders hereunder. (b) all obligations For the avoidance of doubt, the Lenders party to the Existing Credit Agreement have agreed among themselves, if applicable, to reallocate their respective loans under the Existing Credit Agreement outstanding on (the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c“Existing Loans”) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit as contemplated by this Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing DateEffective Date and after giving effect to such reallocation and adjustments, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (iix) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement Commitments of each Lender shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(bI hereto and (y) as in effect after the funding of the Loans on the Closing Effective Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 , each Lender shall own its Pro Rata Share of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit AgreementLoans.

Amendment and Restatement. The parties hereto agree thatIn order to facilitate the Restatement and otherwise to effectuate the desires of the Borrower, on the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, the following transactions parties hereby agree that the Commitments shall be deemed to occur automatically, without further action by any party hereto: (a) as set forth in Schedule 2.01 and the Existing Credit Agreement shall be deemed to be amended portion of Loans and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement other Outstanding Amounts outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated reallocated in accordance with such Commitments and restated among the requisite assignments shall be deemed to be made in such amounts by and between the Lenders so that(including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 10.06 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the respective Revolving Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments of (as such term is defined in the Lenders Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 1.01(b2.01. (b) as in effect on The Borrower, the Closing Date. The parties hereto further acknowledge Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement constitutes an amendment to Agreement, the terms and provisions of the Existing Credit Agreement made under which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in accordance with their entirety by the terms, conditions and provisions of this Agreement, and the terms of Section 10.02 and provisions of the Existing Credit Agreement. This , except as otherwise expressly provided herein, shall be superseded by this Agreement. (c) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.07, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower 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 the Borrower under the Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrower and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and Term SOFR Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension (solely for the duration of any such Interest Periods outstanding on the Closing Date) as Term SOFR Loans under this Agreement and accrue interest at the Term SOFR hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date.

Amendment and Restatement. The It is the intention of each of the parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: that (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) Agreement so as to preserve the perfection and priority of all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing security interests securing indebtedness and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, (b) that all Indebtedness and Obligations of the Borrowers and the Guarantors hereunder and under the other Credit Documents shall remain be secured by the liens and security interests evidenced under the Credit Documents (as defined in the Existing Credit Agreement), as amended hereby and by the Second US Master Reaffirmation Agreement, the Second Canadian Master Reaffirmation Agreement, the UK Third Supplemental Debenture, the UK Third Supplemental Partnership Debenture and the UK Third Supplemental Share Charge and that such documents shall continue in full force and effect with respect to the Secured Obligations as so amended (or amended and are hereby reaffirmed; restated) and (dc) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders that this Agreement does not constitute a novation or termination of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding liabilities existing under the Existing Credit Agreement (or serve to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as terminate Sections 12.06 and 13.01 of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among or any of the Borrowers’ obligations thereunder with respect to the Agents (as defined in the Existing Credit Agreement) or the Lenders so that, (as of defined in the Closing Date, Existing Credit Agreement) or any other Indemnified Persons (as defined in the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing DateExisting Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to of the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 13.12 of the Existing Credit Agreement, including with respect to the non-pro rata termination of the Revolving Loan Commitments of any Lenders (as defined in the Existing Credit Agreement) party to the Existing Credit Agreement immediately prior to the effectiveness of this Agreement that are not party hereto. In addition, unless specifically amended hereby, each of the Credit Documents shall continue in full force and effect. This Agreement is not restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Effective Date, any reference in any of the other Credit Documents to the “ABL Credit Agreement”, the “Amended and Restated ABL Credit Agreement”, the “Credit Agreement” or the “Amended and Restated Credit Agreement” or any like term shall be deemed to refer to this Agreement. Each Lender with a novation Revolving Loan Commitment on the Effective Date shall be deemed to have agreed that its Revolving Loan Commitment set forth on Schedule 1.01(a) hereto replaces in its entirety such Lender’s “Revolving Loan Commitment” under the Existing Credit Agreement (if any) and each such Lender shall further be deemed to agree (a) that the repayment in full of all outstanding “Revolving Loans” and “Swingline Loans” (each as defined in the Existing Credit Agreement) together with all interest, fees and other amounts accrued and payable thereon and all fees and other amounts accrued and payable in respect of all “Letters of Credit” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, in each case, to such date on the Effective Date with the proceeds of the initial Borrowing of Revolving Loans under this Agreement constitutes the payment in full of all Obligations (as defined in the Existing Credit Agreement) owed to it under the Existing Credit Agreement (other than unasserted contingent obligations that would survive the termination of the Existing Credit Agreement), (b) to the continuance of the outstanding “Letters of Credit” (as defined in the Existing Credit Agreement) as Letters of Credit under this Agreement, and (c) that such Lender waives the right to any compensation due under Section 2.11 of the Existing Credit Agreement solely as a result of the early repayment in full of all outstanding “Revolving Loans” (as defined in the Existing Credit Agreement) on the Effective Date.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions (1) This Agreement is and shall for all purposes be deemed to occur automaticallybe an amendment and restatement of the provisions of the Existing Credit Agreement. While this Agreement will supersede the Existing Credit Agreement insofar as it constitutes the entire agreement between the parties concerning the subject matter of this Agreement, without further action this Agreement merely amends and restates the Existing Credit Agreement and does not constitute or result in a novation or rescission of the Existing Credit Agreement, the existing Guarantees or any other Loan Document except that, in accordance with Section 3.1(6), the Security as defined in the Existing Credit Agreement, apart from that described in Section 3.1, is to be released and discharged. (2) The parties confirm that none of the outstanding Advances pursuant to the Existing Credit Agreement has been repaid or replaced by new obligations as a result of this Agreement. All of those outstanding Advances are deemed to be Advances under this Agreement as more specifically provided in Section 2.3, and all of the Obligations (as defined in the Existing Credit Agreement) are deemed to be Obligations under this Agreement. (3) Without in any party hereto: way limiting the terms of the Existing Credit Agreement or the other Loan Documents, the Obligors ratify and confirm the existing Guarantees and agree that they shall continue as guarantees of all of the Obligations and Other Secured Obligations (a) or that part of them that is described in any particular Guarantee), including those arising as a result of this Agreement. Any references in the Guarantees or other Loan Documents to the Existing Credit Agreement or section numbers in the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant interpreted as referring to this Agreement; Agreement and the corresponding Sections of it, and the Guarantees are hereby amended accordingly. (b4) all obligations under Without limiting Section 1.2(3), in order to reflect the Existing Credit change in the definition of Other Secured Obligations in this Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed as compared to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain the definition of “Obligors” in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (dsection 1(a)(v) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders Borrower’s guarantee dated as of 15 April 2008 that is one of the obligations under the Existing Credit Agreement, created under the collateral documents entered into Guarantees is hereby amended so that “Obligors” in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as that guarantee means each of the Closing Date, Restricted Parties from time to time other than the Borrower. The Borrower agrees to promptly seek and (ii) provide the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as Agent with satisfactory evidence of the Closing Date, the respective Revolving Commitments ratification of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms that guarantee by its board of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreementdirectors.

Amendment and Restatement. The parties hereto agree that, (1) On the date on which all of the Closing Date, conditions precedent set forth in Section 3.1 have been satisfied (or waived in writing by all of the following transactions shall be deemed to occur automatically, without further action by any party hereto: Lenders in accordance with Section 3.2): (a) the Existing Credit Agreement shall be deemed to be and is hereby amended and restated in its entirety pursuant to the form of this Agreement; ; (b) all obligations "Obligations" outstanding under the Existing Credit Agreement outstanding that are not repaid to the Agent and "Lenders" on or before the Closing Date (collectively, the "Existing Credit Agreement Obligations"), shall in all respects be continuing deemed to be outstanding Obligations under this Agreement and shall be deemed to be Obligations outstanding hereunder(i) in respect of the Additional CN SBLC, a Letter of Credit Advance under the Operating Facility (subject to Section 2.4(5)); (cii) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder in respect of the obligations CN SBLC, a Letter of Credit Advance under the SBLC Facility; (iii) in respect of the other "LCs" outstanding under the Existing Credit Agreement, shall remain Letter of Credit Advances under the Operating Facility; (iv) in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations all "Non-Conforming Loans" outstanding under the Existing Credit Agreement, created Loans under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing DateAdditional Liquidity Facility, and (iiv) for all other outstanding "Loans", Loans under the revolving credit extensions Operating Facility. The Lenders hereby agree to take all steps and revolving commitments made actions and execute and deliver all agreements, instruments and other documents as may be required by the lenders under Agent (including the Existing Credit Agreement shall be re-allocated assignment of interests in, or the purchase of participations in, such Loans) to give effect to the foregoing and restated among to ensure that the Lenders so thataggregate Obligations owing to each Lender are outstanding in proportion to each Lender's Rateable Portion in respect to its Operating Facility Commitment and Additional Liquidity Facility Commitment, as applicable, after giving effect to the foregoing; and (c) each "Financial Instrument" previously entered into by the Borrower with Bank of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment Montreal pursuant to the Existing Credit Agreement made under which remains outstanding shall be deemed to be continuing as Permitted Hedging between the Borrower and in accordance with Bank of Montreal or its Hedging Affiliate hereunder. (2) Notwithstanding the foregoing or any other term hereof, all of the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is and all of the claims and causes of action arising against the Borrower in connection therewith, in respect of all matters, events, circumstances and obligations arising or existing prior to the date hereof shall, as to the extent amended and restated hereunder, continue, survive and shall not a novation be merged in the execution of this Agreement or any other Documents or any advance or provision of any Loan hereunder. (3) The Borrower hereby acknowledges and agrees that the "Security" previously delivered by it to the Agent remains in full force and effect, enforceable against it in accordance with their respective terms and shall continue to secure the payment and performance of the Obligations and for clarity, the "Security" and the fixed and floating charges created therein shall survive and continue to charge the assets originally charged thereunder from and after the date of this Agreement to secure the Obligations. (4) In: (i) Section 1.9(1)(b) above, the terms in quotation marks "Obligations", "Lenders", "Letter of Credit Advances", "LCs", "Loans" and "Non-Conforming Loans"; (ii) Section 1.9(1)(c) above, the term "Financial Instrument" in quotation marks, and (iii) Section 1.9(3), the term "Security" in quotation marks, in each case, shall have the meanings ascribed to such terms in the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree By execution of this Agreement, each Borrower and the Guarantors acknowledging below agrees that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement is incorporated herein by reference, and shall be deemed continue to be amended in full force and restated in its entirety pursuant to this Agreementeffect except as expressly modified hereby; (b) all obligations under Loan Documents, as defined in the Existing Credit Agreement, with or relating to the Borrower or any Guarantor Company, including, without limitation, those documents listed on Schedule 11.19 are incorporated by reference into the Loan Documents and shall continue to be Loan Documents hereunder and in full force and effect, except to the extent expressly modified hereby; (c) except to the extent expressly modified as provided above, it reaffirms and ratifies all of its agreements in the Existing Credit Agreement outstanding on and Loan Documents, as defined in the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunderExisting Credit Agreement (the “Existing Loan Documents” ); (cd) each reference in the guarantees made Existing Loan Documents, and any terms defined in the Existing Loan Documents by reference to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under terms in the Existing Credit Agreement, shall remain be deemed to be references to this Agreement and the terms defined in full force this Agreement; (e) Agent is authorized in its own name or in the name of Borrower and effect with respect the Guarantors, in Agent’s discretion and from time to time, to make such notations on or modifications to the Secured Obligations and are hereby reaffirmedExisting Loan Documents to reflect the intentions of the parties as expressed herein; and (df) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary or desirable to keep give effect to the outstanding Revolving Loans ratable with the revised Revolving Commitments as intent of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders parties under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes and any Existing Loan Documents (including, without limitation, any collateral document included therein), this Agreement and the other Loan Documents shall construed as an amendment to the Existing Credit Agreement made under and in accordance with other Existing Loan Documents, it being the terms of Section 10.02 intent of the parties that, without further action, collateral security in which Agent and/or Lenders were granted a Lien under any Existing Credit Agreement. This Agreement is not a novation Loan Documents shall continue secure the relevant obligations of the Existing Credit AgreementCompany under this Agreement and the other Loan Documents.

Amendment and Restatement. The parties hereto agree that, on (a) On the Closing Bridge Funding Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Bridge Credit Agreement shall be deemed to be amended and restated in its entirety by this Agreement, and the Existing Bridge 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 defined in the Existing Bridge Credit Agreement (whether or not such “Obligations” are contingent as of the Bridge Funding Date but without duplication of the Obligations hereunder), (ii) the representations and warranties made by the Borrower prior to the Bridge Funding Date and (iii) any action or omission performed or required to be performed pursuant to this such Existing Bridge Credit Agreement prior to the Bridge Funding Date (including any failure, on or prior to the Bridge Funding Date, to comply with the covenants contained in such Existing Bridge Credit Agreement; ). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Bridge Credit Agreement existing on or prior to the Bridge Funding Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Bridge Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the Agents’, Lenders’ and Issuing Bank’s rights and remedies under this Agreement and the other Loan Documents shall apply to all obligations of the “Obligations” incurred under and as defined in the Existing Bridge Credit Agreement. (c) On and after the Bridge Funding Date, (i) all references to the Existing Bridge Credit Agreement outstanding on in the Closing Date Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Bridge Credit Agreement, as amended and restated hereby, (ii) all references to any Article, Section, paragraph or sub-clause of the Existing Bridge Credit Agreement in all respects be continuing and any Loan Document (other than this Agreement) shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made references to the lenderscorresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the letter Bridge Funding Date, all references to this Agreement herein (including for purposes of credit issuers, the administrative agent indemnification and each other holder reimbursement of the obligations under fees) shall be deemed to be references to the Existing Bridge Credit Agreement, shall as amended and restated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect with respect to the Secured Obligations and are unless otherwise specifically amended hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay or any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreementother Loan Document.

Amendment and Restatement. The Loan Parties, the Lenders and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto agree thatand (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the Debt created thereunder. The commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and the following transactions only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to occur automaticallyrefer to the Administrative Agent, without further action by this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any party hereto: Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (ad) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to be amended such Lender under this Agreement and restated (e) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in its entirety pursuant to this Agreement; (b) all obligations respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding Date, reflect the respective Commitment of the Lenders hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect Lender hereby waives its right to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent receive any compensation or reimbursement pursuant to Section 3.4 hereof for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into any breakage costs incurred by such Lender in connection with the Existing Credit Agreement sale or assignment of any Term SOFR Loans that may be required under this clause (e). Each Lender hereby confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall remain approve in full force its sole discretion, in connection with the amendment and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under restatement of the Existing Credit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the extent necessary to keep Lenders (and, for the outstanding Revolving Loans ratable with avoidance of doubt, such modifications may include the revised Revolving Commitments as addition of the Closing Date, Loan Parties and (ii) the revolving credit extensions and revolving commitments made other changes that are otherwise permitted by the lenders Administrative Agent’s authority under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as or with respect to such existing Loan Documents or are consistent with changes in effect on the Closing Date. The parties hereto further acknowledge and agree that provisions included in this Agreement constitutes an amendment as compared to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 provisions of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement).

Amendment and Restatement. (a) The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this AgreementAgreement and the provisions of the Existing Credit Agreement shall be superseded by the provisions hereof; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; , (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and , (d) the security interests and liens in favor of Bank of AmericaPNC Bank, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; provided that, such collateral documents shall, to the extent amended and restated or otherwise replaced on the Closing Date, be evidenced by such amended and restated or replacement collateral documents from and after the Closing Date, and (e) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving credit commitments made by the lenders under the Existing Credit Agreement shall be re-allocated reallocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Credit Commitments of the Lenders shall be as set forth on Schedule 1.01(b1.1(B). (b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 12.1 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement or the credit facilities, indebtedness and other obligations under the Existing Credit Agreement. It is the intent of the parties to amend and restate the Existing Credit Agreement and the credit facilities provided thereunder, without novation or interruption.

Amendment and Restatement. The It is the intention of each of the parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: that (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) Agreement so as to preserve the perfection and priority of all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing security interests securing indebtedness and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, (b) that all Indebtedness and Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents shall remain in full force be secured by the liens and effect with respect to security interests evidenced under the Secured Obligations and are hereby reaffirmed; Loan Documents and (dc) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders that this Agreement does not constitute a novation or termination of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding liabilities existing under the Existing Credit Agreement (or serve to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as terminate Section 10.3 of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as defined in the Existing Credit Agreement) or the Lenders so that, (as of defined in the Closing Date, Existing Credit Agreement) or any other Indemnitee (as defined in the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing DateExisting Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to of the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 10.2 of the Existing Credit Agreement. In addition, unless specifically amended hereby or in connection herewith, each of the Loan Documents shall continue in full force and effect. This Agreement is not a novation of restates and replaces, in its entirety, the Existing Credit Agreement.; from and after the Closing Date, any reference in any of the other Loan Documents to the “Credit Agreement” or any like term shall be deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I(a) hereto replaces in its entirety such Lender’s “Revolving Commitment” under the Existing Credit Agreement (if any). US-DOCS\51545218.9

Amendment and Restatement. The parties hereto agree that, on Each of the Closing DateParent Guarantor, the following transactions shall be deemed to occur automatically, without further action by any party hereto: Israeli Guarantor and the Borrower (a) agrees that the Loan Documents, as defined in the Existing Credit Agreement and as they have been amended or amended and restated on or prior to the date hereof, shall constitute Loan Documents, (b) agrees that any Collateral Documents, as defined in the Existing Credit Agreement and as they have been amended or amended and restated on or prior to the date hereof, shall continue in full force and effect to provide security for, and a guaranty of, the Indebtedness and other Obligations under this Agreement and the Loan Documents; (c) reaffirms and ratifies all of its agreements in such Loan Documents, as they have been amended or amended and restated on or prior to the date hereof; (d) agrees that each reference in such Loan Documents to the Existing Credit Agreement shall be deemed to be references to this Agreement (other than references to the “Existing Credit Agreement” in this Agreement); and (e) agrees that the Administrative Agent is authorized in its own name or in the name of the Guarantors, in the Administrative Agent’s discretion and from time to time, to make such notations on or modifications to such Collateral Documents to reflect the intentions of the parties as expressed herein. On the Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety pursuant to by this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing , and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full thereafter be of no further force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated deemed replaced and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as superseded in effect on the Closing Date. The parties hereto further acknowledge and agree that all respects by this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not in no way intended to constitute a novation of the Existing Credit Agreement. From and after the Effective Date, all references in any Loan Document to the “Credit Agreement” shall be deemed to be a reference to this Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; Agreement and (b) all obligations under the Existing Credit Agreement and the other loan documents entered into in connection therewith and outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) the Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date2.01. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to and restatement of the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 11.01 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement.[SIGNATURE PAGES FOLLOW]

Amendment and Restatement. The (1) This Agreement amends and restates the provisions of the Existing Credit Agreement and shall not be considered a novation thereof. This Agreement shall supersede the Existing Credit Agreement insofar as it constitutes the entire agreement between the parties hereto agree that, on concerning the subject matter of this Agreement. With respect to (i) any date or time period occurring and ending prior to the Closing Date, the following transactions rights and obligations of the Parties hereto and party to the Existing Credit Agreement shall be deemed governed by the Existing Credit Agreement (including, the exhibits and schedules thereto) and the other Loan Documents (as defined therein), which for such purposes shall remain in full force and effect; and (ii) any date or time period occurring or ending on or after the Closing Date, the rights and obligations of the Parties hereto shall be governed by this Agreement (including, the Schedules hereto) and the other Loan Documents (as defined herein). Any provision hereof which differs from or is inconsistent with a provision of the Existing Credit Agreement constitutes an amendment to occur automaticallythe Existing Credit Agreement with each such amendment being effective as and from the Closing Date. This Agreement will not discharge or constitute a novation of any debt, without further action obligation, covenant or agreement contained in the Existing Credit Agreement or in any Security or other Loan Documents, agreements, certificates and other documents executed and delivered by any party hereto: (a) or on behalf of the parties thereto in respect thereof or in connection therewith, but same shall remain in full force and effect save to the extent same are amended and restated by the provisions of this Agreement and are hereby ratified and confirmed in all respects. For greater certainty, all Existing Advances under the Revolving Credit provided for in the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations Advances under the Revolving Credit provided for under this Agreement and all Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations Advances under the Existing Term Credit Agreement, shall remain provided for in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among deemed to be Advances under the Lenders so Term Credit provided for under this Agreement provided that, as for greater certainty, all interest rates, fees and commissions applicable to any Existing Advances by way of the Closing Date, the respective Revolving Commitments of the Lenders B/As or B/A Equivalent Loans shall be as determined in accordance with pricing set forth on Schedule 1.01(b) as out in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement until such time as such Existing Advances are converted, repaid, renewed or rolled over under this Agreement, as applicable. All representations and warranties set out in this Agreement are freshly made under and on the date hereof, but nothing herein shall release or otherwise affect the liability of the Borrowers or the Guarantors in accordance connection with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of representations and warranties provided by them in the Existing Credit Agreement. (2) Each Obligor hereby represents, warrants, acknowledges and agrees with the Agent that all Security and other Loan Documents executed and delivered by it to the Agent prior to the date of this Agreement, including, without limitation, the Guarantee Agreements dated November 7, 2012 (the “Existing Guarantees”) entered into between each of the Obligors and the Agent pursuant to the Existing Credit Agreement, continues in full force and effect and remains valid and enforceable in accordance with its terms, save to the extent same are amended by the provisions of this Agreement and are hereby ratified and confirmed. (3) Furthermore, each Obligor (who was a party to the Existing Credit Agreement) hereby confirms, acknowledges and agrees that on and after the Closing Date (a) the Existing

Amendment and Restatement. The parties hereto agree that, on (a) On the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended amended, restated and restated superseded in its entirety entirety. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant to this Section 3.1 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement; (b) all obligations under the Existing Credit Agreement outstanding on as in effect prior to the Closing Date shall Date; (ii) such “Obligations” are in all respects be continuing and shall be deemed to be Obligations outstanding hereunderwith only the terms thereof being modified as provided in this Agreement; (ciii) the guarantees made to Liens as granted under the lenders, collateral documents securing payment of such “Obligations” have been terminated and do not secure the letter payment of the Obligations (as defined in this Agreement); and (iv) upon the effectiveness of this Agreement all loans and letters of credit issuers, outstanding under the administrative agent and each other holder Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the obligations under Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. (b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Company contained in the Existing Credit Agreement, shall remain in full force the Company acknowledges and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens agrees that any causes of action or other rights created in favor of Bank of America, as administrative agent for the benefit any Lender and its successors arising out of the holders representations and warranties of the obligations under Company contained in or delivered (including representations and warranties delivered in connection with the Existing Credit Agreement, created under making of the collateral documents entered into loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall remain in full force survive the execution and effect with respect delivery of this Agreement to the Secured Obligations extent specifically provided in the Existing Credit Agreement and without extending any applicable statute of limitations; provided, however, that it is understood and agreed that the Company’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are hereby reaffirmed. evidenced by this Agreement as provided in Section 2 hereof. (c) All indemnification obligations of the Company pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. (d) On and after the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under each reference in the Existing Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Credit Agreement shall mean and be a reference to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, this Agreement and (ii) each reference in the revolving credit extensions Loan Documents to a “Note” shall mean and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, a Note as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as defined in effect on the Closing Datethis Agreement. The parties hereto further acknowledge and agree that have caused this Agreement constitutes an amendment to be duly executed and delivered by their duly authorized officers as of the date first set forth above. By: LECG Corporation Sole Managing Member of LECG, LLC By: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Financial Officer LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, as Issuing Lender and as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ Title: First Vice President as Syndication Agent and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇ Title: Vice President U. S. BANK NATIONAL ASSOCIATION, as Co- Documentation Agent and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President KEY BANK N. A., as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President ▇▇▇▇▇ FARGO BANK , N.A., as Co-Documentation Agent and a Lender By: /s/ Nuzha Bukhari Title: Vice President THE NORTHERN TRUST COMPANY, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Title: Vice President LaSalle Bank National Association $ 26,000,000 * 26.0 % Bank of America, N.A. $ 26,000,000 26.0 % U. S. Bank National Association $ 14,000,000 14.0 % KeyBank National Association $ 12,000,000 12.0 % ▇▇▇▇▇ Fargo Bank, N.A. $ 12,000,000 12.0 % The Northern Trust Company $ 10,000,000 10.0 % TOTALS $ 100,000,000 100 % * Includes Swing Line Commitment Amount of $10,000,000. c/o LECG Corporation ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq. Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a Lender ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ BANK OF AMERICA, N.A., as Syndication Agent and a Lender ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ San Francisco, California 94104 Attention: ▇▇▇▇▇ Leimsleder Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent and a Lender CLS-West Complex Credits Department ▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ Mail Code PD-OR-P7LN ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ National Corporate Banking West ▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ Mail Code PD-OR-P4CB ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ KEYBANK NATIONAL ASSOCIATION., as Co-Documentation Agent and a Lender Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇ FARGO BANK, N.A., as Co-Documentation Agent and a Lender Attention: ▇▇▇▇ ▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Nuzha Bukhari Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ THE NORTHERN TRUST COMPANY, as a Lender Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ $ Chicago, Illinois The undersigned, for value received, promises to pay to the Existing order of (the “Lender”) at the principal office of LaSalle Bank National Association (the “Administrative Agent”) in Chicago, Illinois the aggregate unpaid amount of all Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown on the schedule attached hereto (and any continuation thereof) or in the records of the Lender), such principal amount to be payable on the dates set forth in the Credit Agreement. The undersigned further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Second Amended and Restated Credit Agreement, dated as of December 15, 2006 (as 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 the Administrative 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 in accordance with governed by the terms of Section 10.02 laws of the Existing State of Illinois applicable to contracts made and to be performed entirely within such State. By: Title: To: LaSalle Bank National Association, as Administrative Agent Please refer to the Second Amended and Restated Credit Agreement dated as of December 15, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among LECG, LLC (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent. This Agreement is Terms used but not a novation of otherwise defined herein are used herein as defined in the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, (1) On the date on which all of the Closing Date, conditions set forth in Section 3.2 have been satisfied (or waived in writing by all of the following transactions shall be deemed to occur automatically, without further action by any party hereto: Lenders in accordance with Section 3.3): (a) the Existing Credit Agreement shall be deemed to be and is hereby amended and restated in its entirety pursuant to the form of this Agreement; and (b) all obligations Loans (as that term is defined in the Existing Credit Agreement) including, for certainty, Bankers’ Acceptances, BA Equivalent Advances and Letters of Credit (as such terms are defined in the Existing Credit Agreement) and other amounts outstanding under the Existing Credit Agreement prior to the date hereof shall continue to be outstanding on the Closing Date shall in all respects be continuing under this Agreement and shall be deemed to be Loans and other Obligations owing by the applicable Borrower to the applicable Lenders under this Agreement; the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent (including the assignment of interests in, or the purchase of participations in, such outstanding hereunder; Loans) to give effect to the foregoing and to ensure that the aggregate Obligations owing to each Lender are outstanding in proportion to each Lender’s Rateable Portion of all outstanding Obligations after giving effect to the foregoing. (c) Notwithstanding the guarantees made to foregoing, it is hereby acknowledged that, on the lendersdate hereof, Libor Loans and Bankers’ Acceptances accepted by the letter of credit issuers, the administrative agent and each other holder of the obligations Lenders under the Existing Credit Agreement, shall remain Syndicated Facility provided for in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement and each having terms to maturity ending on or after the date hereof may be outstanding (collectively, the “Outstanding Libor Loans and BAs”). Notwithstanding any provision of the Existing Credit Agreement or this Agreement, the right, title, benefit and interest of each Lender in or to any Outstanding Libor Loans and BAs shall remain in full force and effect with respect reference to each Lender’s pro rata share thereof based on their Syndicated Facility Commitments prior to the Secured Obligations amendment and restatement of the Existing Credit Agreement in the form of this Agreement. From time to time, as the Outstanding Libor Loans and Assignor BAs mature and Rollovers and Conversions are hereby reaffirmed. On made by the Closing DateCanadian Borrower in respect thereof, each Lender shall participate in the Loans effecting such Rollovers and Conversions to the full extent of its Syndicated Facility Commitment hereunder. (i2) Notwithstanding the foregoing or any other term hereof, all of the covenants, representations and warranties on the part of a Borrower shall prepay any revolving loans outstanding or the Borrowers under the Existing Credit Agreement and all of the claims and causes of action arising against a Borrower or the Borrowers in connection therewith, in respect of all matters, events, circumstances and obligations arising or existing prior to the extent necessary to keep date hereof shall continue, survive and shall not be merged in the outstanding Revolving Loans ratable with the revised Revolving Commitments as execution of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms or any other Documents or any advance or provision of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreementany Loan hereunder.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; , (b) all obligations under the Collateral Documents (as defined in the Existing Credit Agreement outstanding on and giving effect to any amendments thereto) and the Closing Date shall Liens created thereunder in all respects be continuing favor of Regions Bank as the Collateral Agent and/or the Administrative Agent and shall be deemed to be securing the Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under as defined in the Existing Credit Agreement), shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and , (dc) the security interests and liens all Obligations (as defined in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated deemed to be Obligations outstanding hereunder and restated among the Lenders so that, as this Agreement shall not constitute a novation of such Obligations or any of the Closing Daterights, the respective Revolving Commitments duties and obligations of the Lenders parties hereunder and (d) all references in the other Credit Documents to the Existing Credit Agreement shall be as set forth on Schedule 1.01(b) as in effect on the Closing Datedeemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 11.4 of the Existing Credit Agreement. This Agreement is not a novation of All Revolving Loans (as defined in the Existing Credit Agreement) and Swingline Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date shall, as of the Closing Date, be deemed to be a borrowing of Revolving Loans and Swingline Loans, respectively, in an equivalent amount and with the same Interest Period (to the extent applicable for Adjusted LIBOR Rate Loans) hereunder as of the Closing Date and in connection therewith, the Administrative Agent, the Borrower and the Lenders hereby acknowledge and agree that the Revolving Commitments (as defined in the Existing Credit Agreement) in effect under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated to the Revolving Commitments set forth on Appendix A and the Revolving Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and such reallocations shall be effective on the Closing Date and do not require any Assignment and Assumption or any other action of any Person. [END] Regions Bank $ 34,782,608.69 21.739130431 % $ 15,217,391.31 21.739130443 % PNC Bank, National Association $ 27,826,086.96 17.391304350 % $ 12,173,913.04 17.391304343 % Silicon Valley Bank $ 20,869,565.22 13.043478262 % $ 9,130,434.78 13.043478257 % ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Trustmark National Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Synovus Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Bank of America, N.A. $ 13,913,043.48 8.695652175 % $ 6,086,956.52 8.695652172 % ▇▇▇▇▇▇ Bank $ 10,434,782.60 6.521739125 % $ 4,565,217.40 6.521739143 % Date: _________, 20__ To: Regions Bank, as Administrative Agent Re: Amended and Restated Credit Agreement dated as of June 16, 2020 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Computer Programs and Systems, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party thereto, as Guarantors, the Lenders from time to time party thereto and Regions Bank, as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: Pursuant to Section 2.8 of the Credit Agreement, the undersigned hereby requests (select one): ☐ A conversion or continuation of Revolving Loans ☐ A conversion or continuation of Term Loans ☐ A conversion or continuation of Swingline Loans 1. On _______________, 20__ (which is a Business Day). 2. In the amount of $__________. 3. Comprised of ______________ (Type of Loan requested). 4. For Term SOFR Loans: with an Interest Period of __________ month[s].

Amendment and Restatement. The parties hereto agree thatIn order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, on the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, the following transactions parties hereby agree that the Commitments shall be deemed to occur automatically, without further action by any party hereto: (a) as set forth in Schedule 2.01 and the Existing Credit Agreement shall be deemed to be amended portion of Loans and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement other Outstanding Amounts outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated reallocated in accordance with such Commitments and restated among the requisite assignments shall be deemed to be made in such amounts by and between the Lenders so that(including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 11.07 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 11.07 of the Existing Credit Agreement or Section 11.07 of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the respective Revolving Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments of (as such term is defined in the Lenders Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 1.01(b2.01. (b) as in effect on The Borrowers, the Closing Date. The parties hereto further acknowledge Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement constitutes an amendment to Agreement, the terms and provisions of the Existing Credit Agreement made under which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in accordance with their entirety by the terms, conditions and provisions of this Agreement, and the terms of Section 10.02 and provisions of the Existing Credit Agreement. This , except as otherwise expressly provided herein, shall be superseded by this Agreement. (c) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.11, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrowers 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 the Borrowers or ▇▇▇▇▇▇▇ Corporation under the Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurocurrency Rate Loans under this Agreement and accrue interest at the Eurocurrency Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; , (b) all obligations Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; hereunder and this Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder and (c) all references in the guarantees made other Credit Documents to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Datedeemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 11.01 of the Existing Credit Facility Agreement. This Agreement is not a novation of All revolving loans outstanding under the Existing Credit AgreementAgreement immediately prior to the Closing Date shall, as of the Closing Date, be deemed to be a borrowing of Revolving Loans in an equivalent amount and with the same Interest Period (to the extent applicable for Eurocurrency Rate Loans) hereunder as of the Closing Date and in connection therewith, the Administrative Agent, the Borrowers and the Lenders hereby acknowledge and agree that the revolving commitments in effect under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated to the Revolving Commitments set forth on Schedule 2.01 and the revolving loans outstanding under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and such reallocations shall be effective on the Closing Date and do not require any Assignment and Assumption or any other action of any Person.

Amendment and Restatement. The parties hereto agree thatIn order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, on the Administrative Agent and the Lenders. (a) Simultaneously with the Closing Date, the following transactions parties hereby agree that the Commitments shall be deemed to occur automatically, without further action by any party hereto: (a) as set forth in Schedule 2.01A and the portion of Loans and other Outstanding Amounts outstanding under the Existing Revolving Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be amended made in such amounts by and restated in its entirety between the Lenders (including the Existing Revolving Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 11.06 of the Existing Revolving Credit Agreement. Notwithstanding anything to the contrary in Section 11.06 of the Existing Revolving Credit Agreement or Section 11.06 of this Agreement; , no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing of which requirements are hereby waived), and such assignments shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenderswith all applicable representations, the letter of credit issuers, the administrative agent warranties and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, covenants as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmedif evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (i) Borrower shall prepay any revolving loans outstanding under as such term is defined in the Existing Revolving Credit Agreement Agreement) such that after giving effect to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 1.01(b2.01A. (b) as in effect on The Borrowers, the Closing Date. The parties hereto further acknowledge Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with Agreement, the terms of Section 10.02 and provisions of the Existing Revolving Credit Agreement which in any manner govern or evidence any of the Obligations, rights and interests of the Administrative Agent and the Lenders and terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Revolving Credit Agreement. This , except as otherwise expressly provided herein, shall be superseded by this Agreement. (c) Notwithstanding this amendment and restatement of the Existing Revolving Credit Agreement, including anything in this Section 1.11, and in any related “Loan Documents” (as such term is defined in the Existing Revolving Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrowers under the Existing Revolving Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than the Borrowers under the Existing Revolving Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers under the Existing Revolving Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Revolving Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and outstanding under the Existing Revolving Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder. Base Rate Loans under the Existing Revolving Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Loans outstanding under the Existing Revolving Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurocurrency Rate Loans under this Agreement and accrue interest at the Eurocurrency Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Revolving Credit Agreement prior to the Closing Date.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) On the Effective Date the Existing Credit Agreement shall be deemed to be amended amended, restated and restated superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant to this Agreement; (b) all obligations under Section 2.10 and the Existing other Credit Agreement outstanding on the Closing Date shall Documents executed and delivered in all respects be continuing connection herewith do not constitute a novation, payment and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lendersreborrowing, the letter of credit issuers, the administrative agent and each other holder or termination of the obligations under the Existing Credit Agreement, shall remain Agreement as in full force and effect with respect prior to the Secured Obligations and are hereby reaffirmed; Effective Date and (dii) such obligations are in all respects continuing with only the security interests and liens terms thereof being modified as provided in favor of Bank of Americathis Agreement. Without limiting the foregoing, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreementparties agree that, created under the collateral documents entered into notwithstanding any provision herein or in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep contrary, (i) “Loans” outstanding on the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders Effective Date under the Existing Credit Agreement (“Existing Loans”) shall remain outstanding on the Effective Date as Loans hereunder except to the extent of repayments contemplated by Section 4.01(j) hereof, which repayments may be made to the applicable Lenders on a non-ratable basis to the extent required to satisfy the condition set forth in such Section 4.01(j), (ii) each Lender shall be re-allocated required to fund new monies in respect of Loans on the Effective Date only to the extent that its pro rata (relative to Commitment amount) share of Loans requested by the Company to be made or continued on such date is less than the aggregate amount of its Existing Loans, (iii) the Borrowers hereby direct the Administrative Agent to apply any new monies funded by any Lender on the Effective Date as contemplated by the preceding clause (ii) first to the repayment of amounts payable pursuant to Section 4.01(j) and restated among then to amounts payable pursuant to Section 4.01(h) with any remaining amount deposited to such account as the Lenders so thatCompany may direct, as of (iv) all Loans outstanding on the Closing Date, Effective Date after giving effect to the respective Revolving Commitments of the Lenders foregoing shall be as set forth on Schedule 1.01(bdeemed part of a single Borrowing and (v) as solely for purposes of Section 2.16, all Existing Loans shall be deemed to have been prepaid in effect full on the Closing Effective Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto Loan Parties party to the Existing Credit Agreement and the Loan Documents thereunder, the Lenders and the Agents agree that, on effective as of the initial Closing Date, this Agreement amends and restates in its entirety the Existing Credit Agreement and this Agreement shall not be deemed to be a novation of the Obligations (as defined in the Existing Credit Agreement) or any other obligations of any Loan Party under the other Loan Documents (as defined in the Existing Credit Agreement). On the Closing Date, the following transactions commitments of the Lenders shall be deemed to occur automaticallyreallocated in accordance with the terms hereof. To facilitate such reallocation, without further action by any party hereto: at the Closing Date, (ai) all loans and letters of credit outstanding under the Existing Credit Agreement shall be deemed to be amended Loans and restated Letters of Credit hereunder, (ii) subject to Section 2.20, each Lender shall purchase from the other Lenders such portions of outstanding Loans (other than Swingline Loans and Tranche C Term Loans) and participations in its entirety pursuant to this Agreement; (b) all obligations Letters of Credit under the Existing Credit Agreement outstanding on of the Closing Date shall other Lenders so that each Lender holds such Lender's pro rata share in all respects be continuing outstanding Loans (other than Swingline Loans) and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations participations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (diii) the security interests and liens in favor Administrative Agent shall apply funds received from such Lenders as their initial extensions of Bank of America, as administrative agent for the benefit of the holders of the obligations credit under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit this Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as purchase of the Closing Datesuch interests, and (iiiv) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement Borrowers shall be re-allocated and restated among the Lenders so thatselect new Interest Periods to apply to all Loans (other than Swingline Loans) hereunder (or, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with extent the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit AgreementBorrowers fail to do so, such Loans shall become Base Rate Loans).

Amendment and Restatement. The This Agreement constitutes an amendment and restatement of the Credit Agreement, dated as of February 10, 2020 (as amended or modified prior to the date hereof, the “Prior Credit Agreement”), to which certain of the parties hereto agree that, are subject. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Prior Credit Agreement based on facts or events occurring or existing prior to the Closing execution and delivery of this Agreement. On the Effective Date, the following transactions credit facilities described in the Prior Credit Agreement shall be deemed to occur automaticallyamended, without further action supplemented, modified and restated in their entirety by any party hereto: (a) the Existing facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Prior Credit Agreement shall be deemed to be amended loans and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to corresponding facilities described herein, without any further action by any Person, except that the extent Administrative Agent shall make such transfers of funds as are necessary to keep in order that the outstanding Revolving Loans ratable balance of such loans, together with any extensions of credit made on the revised Revolving Commitments as of the Closing Effective Date, and (ii) reflect the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Datehereunder. The parties hereto further agree and acknowledge and agree that this Agreement constitutes an amendment to certain Eurocurrency Loans are outstanding under the Existing Prior Credit Agreement made under and in accordance with the terms of Section 10.02 as of the Existing Credit AgreementEffective Date. This Agreement is not a novation Such Eurocurrency Loans shall remain outstanding on and after the Effective Date and shall continue to accrue interest hereunder at the Eurocurrency Rates applicable thereto until the expiry of the Existing Interest Periods therefor. Such Loans shall not remain outstanding hereunder as Eurocurrency Loans after the expiry of such Interest Periods. No Eurocurrency Loans may be requested on and after the Effective Date. All terms, conditions and provisions set forth in the Prior Credit Agreement.Agreement governing Eurocurrency Loans are hereby incorporated by reference herein until the above-described Interest Periods expire. Thereafter, such terms, conditions and provisions shall be of no force and effect. 105

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party 146 hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Obligations shall continue in full force and effect, and the effectiveness of this Agreement outstanding on shall not constitute a novation or repayment of the Closing Date Existing Obligations which shall in all respects be continuing and shall be deemed to be Obligations obligations outstanding hereunder; and (c) the guarantees made to the lendersLenders, the letter of credit issuersL/C Issuer, the administrative agent Administrative Agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) the Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under Lender s▇▇▇▇▇ the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b2.1 (it being understood and agreed that any outstanding loan that is a SOFR Loan (as defined in the Existing Credit Agreement) shall continue as a SOFR Loan (as defined in effect on the Closing Date. The parties hereto further acknowledge Existing Credit Agreement) until the end of the current interest period(s) applicable thereto, and agree that this Agreement constitutes an amendment to any provisions of the Existing Credit Agreement made under applicable to such loans are incorporated herein by reference, mutatis mutandis, and in accordance with the terms of Section 10.02 parties hereto hereby agree that such provisions shall continue to apply to such loans until the end of the Existing Credit Agreementcurrent interest period(s) applicable thereto). This Agreement is not a novation of the Existing Credit Agreement.147

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) On the Effective Date, (i) the Existing Revolving Credit Commitment of any Existing Lender that is not a Lender under this Agreement shall be terminated (and any notice with respect thereto is hereby waived) and (ii) the Existing Revolving Credit Commitment of any Existing Lender that is a Lender under this Agreement shall be amended to the amount set forth on Schedule I. (b) On the Effective Date, the Existing Credit Agreement shall be deemed to be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Parent Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Effective Date), (ii) the representations and warranties made by the Parent Borrower prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to this the Existing Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Credit Agreement; ). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement (bif any) all existing prior to the Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement outstanding on the Closing Date shall in or evidence payment of all respects be continuing or any portion of such obligations and shall be deemed to be Obligations outstanding hereunder; liabilities. (c) the guarantees made This amendment and restatement is limited as written and is not a consent to the lendersany other amendment, the letter of credit issuersrestatement or waiver, the administrative agent whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and each other holder conditions of the obligations under the Existing Credit Agreement, shall Loan Documents remain in full force and effect with respect to the Secured Obligations and are unless otherwise specifically amended hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmedor by any other Loan Document. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be reExhibit 10.2 BWP 10-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement.Q 06/30/2009 Exhibit 10.2 -----

Amendment and Restatement. The parties hereto agree that, on and as of the Closing Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under outstanding on and as of the Effective Date in connection with the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunderObligations; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Datemade by, and (ii) the revolving credit extensions and revolving commitments made by the provided by, lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Effective Date, the respective Revolving Commitments each Lender’s Applicable Percentage of the Lenders Aggregate Revolving Commitments, and each Lender’s Revolving Commitment, shall be as set forth on Schedule 1.01(b2.01; and (d) the term loans made by lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders such that, as in effect of the Effective Date, the outstanding principal amount of each Lender’s Term Loan shall be equal to an amount equal to such Lender’s Applicable Percentage of the Term Facility set forth on the Closing DateSchedule 2.01. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of pursuant to Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation 9.02(b) of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree thatSubject to the conditions set forth in Article III, on the Closing Effective Date, upon the following transactions shall be deemed consummation of the assignments referred to occur automaticallyin Section 1.02, without further action by any party hereto: (a) the Existing 1993 ASI Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this the form of the Amended and Restated Credit Agreement; , (b) all obligations under the Existing Continuing Loans shall constitute Loans outstanding under, and as defined in, the Amended and Restated Credit Agreement outstanding on in accordance with the Closing Effective Date shall in all respects be continuing Loan Notices (and, for purposes of the Amended and Restated Credit Agreement, the Continuing Lenders shall be deemed to be Obligations outstanding hereunder; have advanced their respective Continuing Loans under the Amended and Restated Credit Agreement on the Effective Date as though made pursuant to Borrowing Requests delivered thereunder), (c) the guarantees made interests, rights and obligations of each Continuing Lender shall be limited to those set forth in the Amended and Restated Credit Agreement and the Credit Documents as amended (if applicable) pursuant to the lendersCredit Documents Amendment Agreement dated as of the date hereof among Holding, ASI, the letter of credit issuers, ASI Subsidiaries and the administrative agent Collateral Agent (the "Credit Documents Amendment") and each other holder (d) certain of the obligations under Credit Documents (and all interests of any party thereunder, including all security interests whatsoever) shall be amended pursuant to the Existing Credit Agreement, Documents Amendment as described in Schedule 1.03 and shall remain continue in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of Continuing Lenders, and all references in any thereof to the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing 1993 ASI Credit Agreement or to any such other Credit Documents shall remain in full force and effect with respect be deemed references to the Secured Obligations Amended and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Restated Credit Agreement or to such Credit Documents as amended thereby (if applicable), as the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, Amended and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Restated Credit Agreement shall or such Credit Documents may hereafter be re-allocated and restated among the Lenders so thatamended, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment supplemented or otherwise modified from time to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreementtime.

Amendment and Restatement. The parties hereto agree that, on (a) On the Closing Restatement Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Original Credit Agreement shall be deemed to be amended and restated in its entirety pursuant in the form of this Agreement and (i) all references to the Original Credit Agreement in any Credit Document other than this Agreement (including in any amendment, waiver or consent) 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 Credit Document other than this Agreement shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (iii) except as the context otherwise provides, 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. The Borrower, the Administrative Agent, the Lenders and the Letter of Credit Issuers acknowledge and agree that (i) all Letters of Credit issued under and as defined in the Original Credit Agreement and outstanding as of the Restatement Effective Date (if any) shall continue as Letters of Credit under this Agreement; , (ii) all Secured Hedge Obligations under and as defined in the Original Credit Agreement that remain outstanding as of the Restatement Effective Date shall continue as Secured Hedge Obligations for purposes of this Agreement and (iii) all Secured Cash Management Obligations under and as defined in the Original Credit Agreement that remain outstanding as of the Restatement Effective Date shall continue as Secured Cash Management Obligations for purposes of this Agreement. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Original Credit Agreement (including the Obligations) or to evidence, and does not evidence, payment of all or any portion of such obligations and liabilities. (b) On the Restatement Effective Date,(i) the Original Credit Agreement shall be of no further force and effect except to evidence the incurrence by any Credit Party of the “Obligations” under and as defined therein (whether or not such “Obligations” are contingent as of the Restatement Effective Date), (ii) all obligations “Obligations” under the Existing Original Credit Agreement outstanding on as of the Closing Restatement Effective Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; as defined herein (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and whether or not such “Obligations” are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments contingent as of the Closing Restatement Effective Date, ) and (iiiii) all “Liens” (as defined in the revolving credit extensions and revolving commitments made by the lenders Original Credit Agreement) granted under the Existing Credit Agreement Documents shall be re-allocated and restated among continue to secure the Lenders so that, Obligations as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreementdefined herein.

Amendment and Restatement. The It is the intention of each of the parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: that (a) the Existing Original Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement so as to preserve the perfection and priority of all Liens and security interests securing indebtedness and obligations under the Original Credit Agreement; , (b) all obligations Indebtedness, Obligations and Secured Obligations of the Borrower Parties hereunder and under the Existing other Loan Documents shall be secured by the Liens and security interests evidenced under the Loan Documents (as defined in the Original Credit Agreement Agreement) as Modified and that such Loan Documents (as defined in the Original Credit Agreement) shall continue in full force and effect as so Modified, (c) each “Letter of Credit” (as defined in the Original Credit Agreement) that is outstanding on the Closing Date shall in all respects be continuing continued as a Letter of Credit under this Agreement and shall be deemed to be Obligations outstanding hereunder; (cd) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Existing Original Credit Agreement, shall remain in full force Agreement (or serve to terminate Sections 7.6 and effect 11.14 of the Original Credit Agreement or any of the Borrower Parties’ obligations thereunder with respect to the Secured Obligations and are hereby reaffirmed; and Agents (d) as defined in the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Original Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among or the Lenders so that, (as of defined in the Closing Date, Original Credit Agreement) or any other Indemnified Persons (as defined in the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing DateOriginal Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to a Modification of the Existing Original Credit Agreement made under and in accordance with the terms of Section 10.02 11.2 of the Existing Original Credit Agreement. In addition, unless specifically Modified hereby or in connection herewith, each of the Loan Documents (as defined in the Original Credit Agreement) shall continue in full force and effect. This Agreement is not a novation restates and replaces, in its entirety, the Original Credit Agreement; from and after the Closing Date, any reference in any of the Existing other Loan Documents to the “Credit Agreement” or any like term shall be deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule II hereto replaces in its entirety such Lender’s “Revolving Commitment” under the Original Credit Agreement (if any) and each such Lender shall further be deemed to agree (a) that the repayment in full of all outstanding “Revolving Loans” (as defined in the Original Credit Agreement) together with all interest, fees and other amounts accrued and payable thereon and all fees and other amounts accrued and payable in respect of all “Letters of Credit” (as defined in the Original Credit Agreement) under the Original Credit Agreement, in each case, to such date on the Closing Date constitutes the payment in full of all Obligations (as defined in the Original Credit Agreement) owed to it under the Original Credit Agreement (other than any unasserted contingent obligations that would survive the termination of the Original Credit Agreement), (b) to the continuance of the outstanding “Letters of Credit” (as defined in the Original Credit Agreement) as Letters of Credit under this Agreement, (c) that such Lender waives the right to any compensation due under Section 2.9 of the Original Credit Agreement solely as a result of the early repayment in full of all outstanding “Revolving Loans” (as defined in the Original Credit Agreement) on the Closing Date and (d) to the release of the Mortgage with respect to the Wilton Mall Property, which release shall occur automatically on the Closing Date and shall be evidenced by such documents as are reasonably agreed between the Collateral Agent and the Borrower. The parties hereto further agree that, immediately prior to the occurrence of the Closing Date, (a) the Borrower shall repay (or cause to be repaid) all “Obligations” (as defined in the Original Credit Agreement) (other than any unasserted contingent obligations that would survive the termination of the Original Credit Agreement) owing to Royal Bank of Canada as of immediately prior to the occurrence of the Closing Date, (b) simultaneously with such payment, the “Revolving Commitments” (as defined in the Original Credit Agreement) of Royal Bank of Canada are terminated and reduced to $0 and Royal Bank of Canada shall cease to be a “Lender” under the Original Credit Agreement (and, for the avoidance of doubt, shall not constitute a Lender under this Agreement) and (c) in the case of Royal Bank of Canada, waives the right to any compensation due under Section 2.9 of the Original Credit Agreement solely as a result of the early repayment in full of all outstanding “Revolving Loans” (as defined in the Original Credit Agreement) of Royal Bank of Canada as set forth above.

Amendment and Restatement. The parties hereto agree thatThis Agreement amends and restates in its entirety the Initial Loan Agreement. This Agreement and the other Loan Documents govern the present relationship between the Obligors, on Agent and Lenders. This Agreement, however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the Closing Datecreation, attachment, perfection or priority of the security interests in, and other Liens on, the following transactions Collateral, which security interests and other Liens each of the Obligors, by this Agreement, acknowledges, reaffirms and confirms to Agent and Lenders. In addition, except as otherwise provided herein, all monetary obligations and liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Initial Loan Agreement, other than Excluded Swap Obligations (the “Initial Loan Agreement Obligations”) shall be deemed continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and indebtedness the Obligors, by this Agreement, acknowledge, reaffirm and confirm. The Obligors agree that any outstanding commitment or other obligation to occur automaticallymake advances or otherwise extend credit or credit support to any Obligor pursuant to the Initial Loan Agreement is superseded by, without further action by and renewed and consolidated under, this Agreement. The Obligors represent and warrant that none of them have assigned or otherwise transferred any party hereto: (a) rights arising under the Existing Credit Agreement shall be deemed to be Initial Loan Agreement. To the extent not amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of Loan Documents executed in connection with the Lenders shall be as set forth on Schedule 1.01(b) as Initial Loan Agreement and in effect on prior to the Closing Date. The parties hereto further acknowledge Date (the “Existing Loan Documents”) shall continue in full force and agree that this Agreement constitutes an amendment to effect, are hereby ratified, reaffirmed and confirmed in all respects, and shall, for the Existing Credit Agreement made under and in accordance with the terms avoidance of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement.doubt, constitute “Loan

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) On the Effective Date the Existing Credit Agreement shall be deemed to be amended amended, restated and restated superseded in its entirety pursuant to by this Agreement and the Floor Plan Credit Agreement collectively (the “ALTA Credit Agreements”). The parties hereto acknowledge and agree that (i) this Agreement; , any promissory notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (bas defined in the Existing Credit Agreement) all obligations (the “Existing Obligations”) under the Existing Credit Agreement outstanding on or any of the Closing “Loan Documents” (as defined in the Existing Credit Agreement) as in effect prior to the Effective Date shall and (x) the Obligations hereunder pertaining to any Floor Plan Loans or the floor plan facility in general and (y) the Floor Plan Obligations under the Floor Plan Credit Agreement pertaining to any Revolving Loans (as such term is defined in the Floor Plan Credit Agreement) or the revolving loan facility in general are collectively issued in exchange and replacement for such Existing Obligations and (ii) such Existing Obligations are in all respects be continuing and (x) to the extent relating to any Floor Plan Loans or the floor plan facility in general and (y) to the extent relating to any Revolving Loans or the revolving facility in general shall collectively constitute Obligations or Floor Plan Obligations, as applicable, under the ALTA Credit Agreements with only the terms thereof being modified as provided in the applicable ALTA Credit Agreement. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Agreement or the obligations thereunder be deemed to be Obligations outstanding hereunder; (c) affected hereby or by the guarantees made to Floor Plan Credit Agreement, as applicable, it being the lendersintent and agreement of the Loan Parties and the Floor Plan Loan Parties that, except as otherwise provided in the Loan Documents and the Floor Plan Loan Documents, as applicable, the letter Liens on the collateral granted to secure the obligations of credit issuersthe existing loan parties in connection with the Existing Agreement and the other “Loan Documents” (as defined in the Existing Agreement), the administrative agent shall not be extinguished and each other holder of shall remain valid, binding and enforceable securing the obligations under the Existing Agreement as amended and restated hereby and as amended and restated by the Floor Plan Credit AgreementAgreement collectively, shall remain in full force and effect with respect to the each other Loan Document, Floor Plan Loan Document and agreement evidencing all of any part of any Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of Americaor any Floor Plan Obligations, as administrative agent for applicable. (b) Notwithstanding the benefit modifications effected by the ALTA Credit Agreements of the holders representations, warranties and covenants of the obligations under Borrowers contained in the Existing Credit Agreement, the Borrowers acknowledge and agree that any causes of action or other rights created under in favor of the collateral documents entered into Administrative Agent or any Lender or its successors arising out of the representations and warranties of the Borrowers contained in or delivered in connection with the Existing Credit Agreement shall remain in full force survive the execution, delivery and effect with respect to effectiveness of this Agreement and/or the Secured Obligations and are hereby reaffirmed. On Floor Plan Credit Agreement. (c) All indemnification obligations of the Closing Date, (i) Borrower shall prepay any revolving loans outstanding Borrowers arising under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as (including any arising from a breach of the Closing Date, representations thereunder) shall survive this amendment and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation restatement of the Existing Credit Agreement. (d) By its execution hereof, each Lender hereby (i) consents to the amendments and amendments and restatements to be executed in connection herewith with respect to any of the Collateral Documents delivered in connection with the Existing Credit Agreement and any additional Collateral Documents to be executed in connection herewith, all as in form and substance approved by the Administrative Agent, and (ii) authorizes and directs the Administrative Agent to enter into such amendments and amendments and restatements. (e) For purposes of determining withholding Taxes imposed under FATCA, from and after the Effective Date, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). (f) All parties hereto acknowledge and agree if the Effective Date does not occur at or prior to 2:00 p.m., New York time, on February 14, 2020, the Existing Credit Agreement shall continue in full force and effect without modification hereunder.

Amendment and Restatement. The parties hereto agree that26 THIS AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT (this "Guarantee Agreement") is dated as of October 28, on 2002 among TWELVEPOLE CREEK, LLC, a Delaware limited liability company (the Closing Date"Guarantor") and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the following transactions shall be deemed to occur automatically, without further action by any party hereto: "Administrative Agent") for the Lenders (aas defined below) under the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees as defined below). Reference is made to the lenders, the letter of credit issuers, the administrative agent that certain Second Amended and each other holder of the obligations under the Existing Restated Credit Agreement, shall remain in full force dated as of the Restructuring Effective Date (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Orion Power MidWest, L.P. (the "Borrower"), Banc of America Securities LLC and effect with respect BNP Paribas, as lead arrangers (the "Lead Arrangers") and joint book runners, the financial institutions from time to time signatories thereto (the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of "Lenders"), Bank of America, N.A., as administrative agent Issuing Bank, the Administrative Agent, BNP Paribas, as syndication agent, and The Bank of Nova Scotia, Mizuho Corporate Bank, Ltd, and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as documentation agents, pursuant to which the Lenders have agreed to renew, modify and extend credit to the Borrower upon the terms and subject to the conditions set forth therein. Terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement and the principles of construction set forth in Section 1.04 of the Credit Agreement shall apply hereto. In the event any conflict between the terms of this Guarantee Agreement and the Credit Agreement, the terms of the Credit Agreement shall prevail. The obligations of the Lenders to continue to extend credit under the Credit Agreement are conditioned on, among other things, the execution and delivery by the Guarantor of a Guarantee Agreement in the form hereof. The proceeds of the credit extended to the Borrower under the Credit Agreement will, in part, enable the Borrower to provide Twelvepole with working capital pursuant to the Twelvepole Intercompany Working Capital Note. As a Subsidiary, the Guarantor acknowledges that it will derive substantial benefits from the extension of credit to the Borrower under the Credit Agreement. As consideration therefor and in order to induce the Lenders to make Loans and continue to issue the Letters of Credit, the Guarantor is willing to execute and deliver this Guarantee Agreement. Accordingly, the Guarantor, intending to be legally bound, hereby agrees with the Administrative Agent, for the ratable benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so thatParties, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement.follows:

Amendment and Restatement. The It is the intention of each of the parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: that (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) Agreement so as to preserve the perfection and priority of all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing security interests securing indebtedness and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, (b) all Indebtedness and Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents shall remain in full force be secured by the liens and effect with respect to security interests evidenced under the Secured Obligations and are hereby reaffirmed; Loan Documents and (dc) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders this Agreement does not constitute a novation or termination of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding liabilities existing under the Existing Credit Agreement (or serve to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as terminate Section 10.3 of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as defined in the Existing Credit Agreement) or the Lenders so that, (as of defined in the Closing Date, Existing Credit Agreement) or any other Indemnitee (as defined in the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing DateExisting Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to of the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 10.2 of the Existing Credit Agreement. In addition, unless specifically amended hereby or in connection herewith, each of the Loan Documents shall continue in full force and effect. This Agreement is not a novation of restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Closing Date, any reference in any of the other Loan Documents to the “Credit Agreement” or any like term shall be deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in its entirety such Lender’s “Revolving Commitment” under the Existing Credit Agreement (if any). Each of the Lenders party hereto that was a Lender under and as defined in the Existing Credit Agreement hereby waives any Event of Default under and as defined in the Existing Credit Agreement resulting from the restatement of those certain audited consolidated financial statements for PGI and its Subsidiaries for the Fiscal Years ended December 31, 2021 and December 31, 2022, including in each case the related statements of income, shareholders’ equity and cash flows, which restatement occurred prior to the Closing Date.

Amendment and Restatement. The parties hereto agree that, on the Closing Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations Obligations under the Existing Credit Agreement outstanding on the Closing Effective Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees guaranties made pursuant to the lenders, Existing Credit Agreement and the letter related loan documents (other than the guaranty by the Company pursuant to Section 12.01 of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force which is superseded and effect with respect to the Secured Obligations replaced by Section 12.01) are terminated, released and are hereby reaffirmeddischarged; and (d) the security interests “Collateral Documents” (as defined in the Existing Credit Agreement) and liens the Liens created thereunder in favor of Bank of America, as administrative agent for the benefit of the holders “Guaranteed Creditors” (as defined in the Existing Credit Agreement), are terminated, released and discharged; (e) all Existing Letters of the obligations Credit outstanding under the Existing Credit Agreement on the Effective Date shall be deemed to be Letters of Credit outstanding on the Effective Date under this Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, ; (if) Borrower shall prepay any revolving all term loans outstanding under the Existing Credit Agreement to on the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Effective Date, after giving effect to any prepayments thereof pursuant to Section 5.01(h), shall be deemed to be Term A Loans made and outstanding on the Effective Date under this Agreement; and (iig) all references in the revolving credit extensions and revolving commitments made by the lenders under other Loan Documents to the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Datedeemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation 11.01 of the Existing Credit Agreement.

Amendment and Restatement. The It is intended by the parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: that (a) all obligations of the parties under the Existing Credit Loan Agreement shall continue to exist under and be deemed to be amended evidenced by this Agreement and restated in its entirety pursuant to this Agreementthe other Loan Documents; and (b) all obligations under except as expressly stated herein or amended hereby, the Existing Credit Loan Agreement outstanding on and the Closing Date shall in all respects be continuing other Loan Documents are ratified and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent confirmed as remaining unmodified and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to all obligations thereunder; it being understood that it is the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit intent of the holders parties hereto that this Agreement does not constitute a novation of rights, obligations and liabilities of the obligations respective parties existing under the Existing Credit Loan Agreement and such rights, obligations and liabilities shall continue and remain outstanding, and that this Agreement amends, restates and replaces in its entirety the Existing Loan Agreement. On the Effective Date, created under each Loan Document that was in effect immediately prior to the collateral documents entered into Effective Date other than the Existing Loan Agreement and such other Loan Documents that are amended or amended and restated in connection with herewith shall continue to be effective and, unless the context otherwise requires, any reference to the Existing Credit Loan Agreement contained therein shall be deemed to refer to this Agreement and any reference to the Loans or Obligations shall be deemed to refer to the Loans and Obligations under this Agreement. Prior to the Effective Date, all Loan Documents (as defined in the Existing Loan Agreement) shall remain in full force in effect in accordance with their existing terms. [end of Agreement, signatures on next page] IN WITNESS WHEREOF, the parties hereto have caused this Loan and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Security Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments be executed as of the Closing date first above written. By: /s/ Ciel ▇▇▇▇▇▇▇▇ By: /s/ Song Hu Name: Ciel ▇▇▇▇▇▇▇▇ Name: Song Hu Title: CFO Title: VP LEGAL APPROVED Initials: /s/ EJM Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement.: 11/17/14 Exhibit A: Definitions

Amendment and Restatement. The parties hereto agree that, on Effective as of the Closing Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant by this Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect except to this Agreement; (b) all obligations evidence the incurrence by the Borrower of the “obligations” under the Existing Credit Agreement outstanding on (whether or not such “obligations” are contingent as of the Closing Date Effective Date). The terms and conditions of this Agreement and the rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall in apply to all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations incurred under the Existing Credit Agreement. On and after the Effective Date, (i) all references to the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. 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 with respect to the Secured Obligations and are unless otherwise specifically amended hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay or by any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreementother Loan Document. This Agreement is shall not constitute a novation of the Existing Credit Agreement or of any other Loan Document (as defined in the Existing Credit Agreement).

Amendment and Restatement. The parties hereto agree that, on (a) On the Closing ARCA Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: of the parties to the Original Credit Agreement, (ai) the Existing Original Credit Agreement (excluding the exhibits thereto) will be automatically amended and restated to read as this Agreement reads, (ii) each of the schedules to the Original Credit Agreement will be replaced by the revised schedules delivered to the Administrative Agent on or prior to the ARCA Effective Date, and (iii) Exhibits H-1 and H-2 will be replaced by revised Exhibits H-1 and H-2 delivered to the Administrative Agent on or prior to the ARCA Effective Date, and Exhibit H-3 will be added, in each case as delivered by the Borrower pursuant to the Amendment and Restatement and Joinder Agreement. On and after the ARCA Effective Date, the rights and obligations of all Lenders and the other parties hereto shall be deemed governed by the provisions hereof; provided that the rights and obligations of the parties to the Original Credit Agreement with respect to the period before the ARCA Effective Date shall continue to be governed by the provision thereof as in effect before the ARCA Effective Date. (b) It is the intention of each of the parties hereto and each Lender that the Original Credit Agreement be amended and restated in its entirety pursuant so as to this Agreement; (b) preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Original Credit Agreement outstanding on and that all Indebtedness and Obligations of the Closing Date shall in all respects be continuing Loan Parties hereunder and thereunder shall be deemed to be Obligations outstanding hereunder; (c) secured by the guarantees made to Collateral as set forth in the lenders, the letter of credit issuers, the administrative agent Security Documents and each other holder that this Agreement does not constitute a novation of the obligations and liabilities existing under the Existing Original Credit Agreement provided that all Loans (other than Tranche B Loans (as defined in the Original Credit Agreement), shall remain in full force and effect with respect to which are being refinanced on the Secured Obligations and are hereby reaffirmed; and (dARCA Effective Date) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations or other Credit Extensions outstanding under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Original Credit Agreement shall remain continue as Loans or other Credit Extensions, as applicable, under this Agreement (and, in full force and effect the case of Eurodollar Loans, with respect the same Interest Periods as were applicable to such Eurodollar Loans immediately prior to the Secured Obligations and are hereby reaffirmedARCA Effective Date). On Upon the Closing Dateeffectiveness of this Agreement in accordance with Section 10.06 hereof, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement each Loan Document that was in effect immediately prior to the extent necessary ARCA Effective Date shall continue to keep be effective, unless the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Datecontext otherwise requires. The parties hereto and each Lender further acknowledge and agree that this Agreement constitutes an amendment to of the Existing Original Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Original Credit Agreement. This Agreement is not a novation In addition, unless specifically amended or replaced as described herein, each of the Existing Loan Documents, the Exhibits and Schedules to the Original Credit Agreement shall continue in full force and effect and that, from and after the ARCA Effective Date, all references to the “Credit Agreement” or “thereof”, “thereunder”, “therein” or “thereby” or each similar reference to the Credit Agreement shall refer to this Agreement. (c) Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Original Credit Agreement effected pursuant to this Agreement. Each Loan Party hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to guarantee and secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Obligations, as the case may be, including without limitation the payment and performance of all such Obligations which are joint and several obligations of each grantor now or hereafter existing, and (ii) grants to the Collateral Agent for the benefit of the Lenders a continuing lien on and security interest in and to such Loan Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the Obligations (whether at state maturity, by acceleration or otherwise). (d) Each Loan Party acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations Obligations under the Existing Credit Agreement outstanding on the Closing Effective Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees guaranties made pursuant to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit AgreementAgreement and related loan documents, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests Collateral Documents and liens the Liens created thereunder in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit AgreementGuaranteed Creditors, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On ; (e) all Existing Letters of Credit outstanding under the Closing Date, Existing Credit Agreement on the Effective Date shall be deemed to be Letters of Credit outstanding on the Effective Date under this Agreement; (if) Borrower shall prepay any revolving all term loans outstanding under the Existing Credit Agreement to on the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Effective Date, after giving effect to any prepayments thereof pursuant to Section 5.01(m) of this Agreement, shall be deemed to be Term A Loans made and outstanding on the Effective Date under this Agreement; and (iig) all references in the revolving credit extensions and revolving commitments made by the lenders under other Loan Documents to the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Datedeemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation 11.01 of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) This Agreement amends and restates in its entirety the Existing Prior Credit Agreement and, upon the effectiveness of this Agreement, the terms and provisions of the Prior Credit Agreement shall, subject to this Section 1.19, be superseded hereby. (b) Upon the effectiveness of this Agreement, all references to the "Credit Agreement" or "First Amended and Restated Credit Agreement" contained in the Loan Documents delivered in connection with the Initial Credit Agreement or the Prior Credit Agreement shall be deemed to refer to this Second Amended and Restated Credit Agreement. (c) Notwithstanding the amendment and restatement of the Prior Credit Agreement by this Agreement, the Obligations outstanding under the Prior Credit Agreement shall remain outstanding as of the date hereof, constitute continuing Obligations hereunder and shall continue to be amended secured by the Collateral. (d) Unless Borrower elects to deliver updated Schedules to be attached hereto (other than Schedules 1.1(a), 1.8, 1.9A, 4.1(A), 4.1(B), 6.11, 11.10 and restated in its entirety Schedules A, B, C, D, and F supplied by Agent), the Schedules delivered by Borrower and attached to the Prior Credit Agreement shall be deemed to have been delivered pursuant to and attached to this Agreement; (b) all obligations . The Obligations outstanding under the Existing Prior Credit Agreement outstanding on and the Closing Date Liens securing payment thereof shall in all respects be continuing continuing, and this Agreement shall not be deemed to be Obligations outstanding hereunder; (c) evidence or result in a novation or repayment and re-borrowing of such Obligations. In furtherance of and without limiting the guarantees made to foregoing, from and after the lendersdate on which this Agreement becomes effective, the letter of credit issuersterms, conditions, and covenants governing the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans that were outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Prior Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be solely as set forth on Schedule 1.01(b) as in effect on this Agreement, which shall supersede the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Prior Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreementits entirety.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) Each Borrower Party acknowledges and agrees that the security interests and Liens (as defined in the Existing Credit Agreement) granted to the Administrative Agent pursuant to the Existing Credit Agreement and the other Security Documents (as defined in the Existing Credit Agreement), shall be deemed to be amended remain outstanding and restated in its entirety pursuant to this Agreement; (b) all obligations under full force and effect, without interruption or impairment of any kind, in accordance with the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed continue to be Obligations outstanding hereunder; secure the Obligations. (cb) Each Borrower Party acknowledges and agrees that (i) the guarantees made to the lendersObligations represent, among other things, the letter of credit issuersamendment, the administrative agent restatement, renewal, extension, consolidation and each other holder modification of the obligations under Obligations (as defined in the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into arising in connection with the Existing Credit Agreement and other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith; (ii) the Borrower Parties intend that the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith and the collateral pledged thereunder shall remain secure, without interruption or impairment of any kind, all existing Obligations (as defined in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (iExisting Credit Agreement) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith, as they may be amended, restated, renewed, extended, consolidated and modified hereunder, together with all other obligations hereunder; (iii) all Liens (as defined in the Existing Credit Agreement) evidenced by the Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith are hereby ratified, confirmed and continued; and (iv) the Loan Documents are intended to restate, renew, extend, consolidate, amend and modify the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith. Notwithstanding the foregoing, the Borrower Parties and the Lender Group acknowledge and agree that US Ben ▇▇▇▇▇▇▇ Holdco shall not be a Guarantor and shall not be a party to the Security Agreement, Pledge Agreement or Intellectual Property Security Agreement, and the Parent shall be required to pledge only 65% of its Equity Interest in US Ben ▇▇▇▇▇▇▇ Holdco under the Pledge Agreement. (c) Each Borrower Party intends that (i) the provisions of the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith, to the extent necessary to keep restated, renewed, extended, consolidated, amended and modified hereby and by the outstanding Revolving Loans ratable with other Loan Documents, be hereby superseded and replaced by the revised Revolving Commitments as provisions hereof and of the Closing Date, and other Loan Documents; (ii) the revolving credit extensions Revolving Loan Notes restate, renew, extend, consolidate, amend, modify, replace, are substituted for and revolving commitments made by supersede in their entirety, but do not extinguish, the lenders under Obligations (as defined in the Existing Credit Agreement shall be re-allocated and restated among Agreement) arising under the Lenders so that, Revolving Loan Notes (as of defined in the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(bExisting Credit Agreement) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment issued pursuant to the Existing Credit Agreement made under Agreement; and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is (iii) by entering into and performing their respective obligations hereunder, this transaction shall not constitute a novation of the Existing Credit Agreementnovation.

Amendment and Restatement. The parties hereto agree that, on 1. On the Closing Date, the following transactions Existing Credit Agreement automatically shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to by this Agreement; (b) all obligations Agreement and the Commitments, Loans and other Obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and as defined therein automatically shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent amended and each other holder of the obligations under the Existing Credit Agreement, shall remain restated in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made their entireties by the lenders under the Existing Credit Agreement shall be re-allocated Commitments, Loans and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit AgreementObligations hereunder. This Agreement is not a novation of the Existing Credit Agreement or the credit facilities, indebtedness and other obligations under the Existing Credit Agreement. It is the intent of the parties to amend and restate the Existing Credit Agreement and the credit facilities provided thereunder, without novation or interruption. 2. On the Closing Date, the risk participations of the Lenders hereunder in each outstanding Letter of Credit (including the Existing Letters of Credit) and each outstanding Swing Line Loan shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit and Swing Line Loan equals such Lender’s Applicable Percentage of each such Letter of Credit and Swing Line Loan. The parties acknowledge and agree that (i) some or all of the principal balance of the “Term Loan” (as defined in the Existing Credit Agreement) outstanding immediately prior to effectiveness of this Agreement will remain outstanding and constitute some or all of the Term Loan A-1 after giving effect to this Agreement, (ii) the Term Loan A-1, as of the Closing Date and after effectiveness of this Agreement, will maintain the same Interest Period (i.e., ending on the same date) as was applicable to the principal balance of the “Term Loan” (as defined in the Existing Credit Agreement) outstanding immediately prior to effectiveness of this Agreement (and shall thereafter be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the terms of this Agreement), and (iii) the Administrative Agent shall make such adjustments to the Register, and the Term A-1 Lenders shall make necessary settlements among themselves, such that after giving effect thereto each Term A-1 Lender holds a portion of the Term A-1 Loan consistent with Schedule 2.01 attached hereto as of the Closing Date (it being agreed by the Lenders that the transactions described in this sentence shall not give rise to any obligation of the Loan Parties under Section 3.05 of the Existing Credit Agreement or of this Agreement). 3. From and after the Closing Date, by execution of this Agreement, each Person identified as a “Lender” on each signature page that is not already a Lender under the Existing Credit Agreement hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Person will be deemed to be a party to this Agreement and a “Lender” for all purposes of this Agreement and shall have all of the obligations of a Lender hereunder as if it had executed the Existing Credit Agreement.

Amendment and Restatement. The Borrower, the Lenders and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto agree thatand (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 5.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the Indebtedness created thereunder. The commitment of each Lender that is a party to the Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and the following transactions only commitments shall be deemed to occur automaticallythose hereunder. Without limiting the foregoing, without further action by any party heretoupon the effectiveness hereof: (a) the Existing Credit Agreement shall be deemed to be amended all loans and restated in its entirety pursuant to this Agreement; (b) all obligations letters of credit incurred under the Existing Credit Agreement which are outstanding on the Closing Date (after giving effect to the payments described in clause (e) below) shall continue as Loans under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in all respects be continuing the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and the “Loan Documents” shall be deemed to be Obligations outstanding hereunder; refer to this Agreement and the Loan Documents, (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the all obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding constituting “Obligations” under the Existing Credit Agreement with any Lender or any affiliate of any Lender which are outstanding on the Closing Date (after giving effect to the extent payments described in clause (e) below) shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, Letters of Credit, interest and fees due and payable to keep a Lender hereunder reflect such Lender’s ratable share of the outstanding Revolving Loans ratable with the revised Revolving Commitments as aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (iiincluding each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the revolving credit extensions sale and revolving commitments made by assignment of any LIBOR Rate Loans on the lenders terms and in the manner set forth in Section 4.9 hereof and (e) upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so thatterminated, as each Departing Lender shall have received payment in full of all of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment “Obligations” owing to it under the Existing Credit Agreement made under (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Bank Product Debt” (as such term is defined in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of ), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement) and each Departing Lender shall not be a Lender hereunder.