Common use of Amendment and Restatement; Binding Effect Clause in Contracts

Amendment and Restatement; Binding Effect. (a) On the Effective Date, the Existing Credit Agreement shall 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 that the Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to 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), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. 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 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 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’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan 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 Effective Date, (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), (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the 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 Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) On The terms and conditions of this Agreement and the Effective DateAdministrative Agent’s, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, Lenders’ and the Existing Credit Agreement shall thereafter be of no further force Issuers’ rights and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” remedies under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) Financing Agreements shall apply to all of the Borrower shall pay any breakage costs Obligations incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to 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), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. 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 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 or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and On the Administrative Agent’sEffective Date, the Lenders’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Letters Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrowers of the “Obligations” under and as defined in the Existing Credit issued thereunderAgreement (whether or not such “Obligations” are contingent as of the Effective Date), (ii) the representations and warranties made by the Loan Parties prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in such Existing Credit Agreement). (c) On and after the Effective Date, (i) all references to the Existing Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents Financing Agreements (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)hereby, (ii) all references to any section (Article, Section or subsection) sub-clause of the Existing Credit Agreement or in any Loan Document Financing Agreement (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 Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or 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 DocumentFinancing Agreement, all terms and conditions of the Loan Documents Financing Agreements remain in full force and effect unless otherwise specifically amended or amended and restated hereby or by any other Loan DocumentFinancing Agreement.

Amendment and Restatement; Binding Effect. (a) On the Effective Date, the Existing Credit Agreement shall 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 that the Parent, the Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Parent and the Borrower prior to the Effective Date, (iviii) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, and (viv) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to 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), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. 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 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 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’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan 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 Effective Date, (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)hereby, (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or 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 unless specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) On the Effective Date, the Existing Credit Agreement shall 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 that the Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are US-DOCS\121193765.6 ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to 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), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as and allocated first to the Term Loans made on the Effective Date, with the remainder thereof deemed to be allocated to the corresponding portion of Revolving Loans made on the Effective Date. 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 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 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’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan 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 Effective Date, (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), (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the 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 Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) This Agreement shall become effective when it shall have been executed by Holdings, the Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each Lender and Issuer that such Lender or Issuer has executed a Lender Consent and thereafter shall be binding upon and inure to the benefit of Holdings, the Borrower, the Administrative Agent and each Lender and Issuer and, in each case, their respective successors and assigns; provided, however, that neither Holdings nor the Borrower shall not have the right to assign their respective rights hereunder or any interest herein without the prior written consent of the Lenders. (b) On the Effective Date, the Existing Credit Agreement shall 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 that the Borrower, the Administrative Agent and the Lenders agree that to evidence (i) the incurrence by the Borrower of the “IndebtednessObligations” under and as defined in the Existing Credit Agreement (whether or not such “IndebtednessObligations” is are contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents), (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by Holdings and the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, Date and (viii) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the such Existing Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the such Existing Credit Agreement), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. The amendments and restatements set forth herein (including deletion of financial covenants applicable to previous Fiscal Quarters) 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 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 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’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan 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 Effective Date, (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), (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the 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 Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) On the Effective Closing Date, the Existing Credit Agreement shall 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 that the Borrower, the Administrative Agent, the Collateral Agent and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Effective Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Borrower shall pay any breakage costs incurred on the Effective Closing Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Closing Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations and all Secured ObligationsObligations (as defined in any applicable Security Document), and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Effective Closing Date (including any failure, prior to the Effective Closing Date, to comply with the covenants contained in the Existing Credit Agreement), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. 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 existing prior to the Effective 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 Collateral Agent’s, the Lenders’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement and the Revolving Letters of Credit issued thereunder. (c) On and after the Effective Closing Date, (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), (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 and (iii) except as the context otherwise provides, on or after the Effective 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 Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) On the Effective Date, the Existing Credit Agreement shall 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 that the Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to 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), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. 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 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 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’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan 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 Effective Date, (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), (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the 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 Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) This Agreement shall become effective on the Effective Date after it shall have been executed by the Company, each Borrower and the Administrative Agent and after the Administrative Agent shall have been notified by each Lender and Issuer that such Lender or Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Company, each Borrower, the Administrative Agent and each Lender and Issuer and, in each case, their respective successors and assigns; provided, however, that neither the Company nor any Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders. (b) On the Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect, effect except that the Borrower, the Administrative Agent and the Lenders agree that to evidence (i) the incurrence by the any Borrower of the “IndebtednessObligations” under and as defined in the Existing Credit Agreement therein (whether or not such “IndebtednessObligations” is are contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents), (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the any Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, Date and (viii) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the such Existing Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the such Existing Credit Agreement), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. The amendments and restatements set forth herein (including deletion of financial covenants applicable to previous Fiscal Quarters) 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 Effective Datedate hereof. 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. (bc) The terms and conditions of this Agreement and the Administrative Agent’s, the Lenders’ and the Issuing BanksIssuers’ rights and remedies under this Agreement and the other Loan Documents Documents, shall apply to all of the Indebtedness Obligations incurred under the Existing Credit Agreement Agreement, the Notes issued thereunder and the Letters of Credit issued Issued thereunder; provided, however, that any Eurodollar Rate Loans made under the Existing Credit Agreement shall have Interest Periods hereunder starting on the Effective Date (with the same length as such Interest Period under the Existing Credit Agreement) but the Borrowers shall not owe any amounts pursuant to Section 2.14(e) (Breakage Costs) by reason of such change in Interest Period. (cd) Each Borrower reaffirms the Liens granted pursuant to the Collateral Documents to the Administrative Agent for the benefit of the Lenders and the Issuers, which Liens shall continue in full force and effect during the term of this Agreement and any renewals or extensions thereof and shall continue to secure the Obligations. (e) On and after the Effective Date, (i) all references to the Existing Credit Agreement (or to any amendment amendment, supplement, modification or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, Agreement as amended and restated hereby (as it may be further amended, modified or restated)hereby, (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references reference to the Existing Credit Agreement, Agreement as amended and restated hereby (as it may be further amended, modified or restated)hereby. (df) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement restatement, waiver or waiverother modification, whether or not similar similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby by this Agreement or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent, the Loan Parties have executed and delivered the Collateral Documents and when the Administrative Agent shall have been notified by each Lender and Issuer that such Lender or Issuer has executed a Lender Consent and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and Issuer and, in each case, their respective successors and assigns; provided, however, that the Borrower shall not have the right to assign its respective rights hereunder or any interest herein without the prior written consent of the Lenders. (b) On the Effective Date, the Existing First Lien Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing First Lien Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that to evidence (i) the incurrence by the Borrower of the “IndebtednessObligations” under and as defined in the Existing First Lien Credit Agreement (whether or not such “IndebtednessObligations” is are contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents), (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, Date and (viii) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the such Existing First Lien Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the such Existing First Lien Credit Agreement), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. The amendments and restatements set forth herein (including deletion of financial covenants applicable to previous periods) shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing First Lien Credit Agreement 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 First Lien Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. (b) The terms and conditions of this Agreement and the Administrative Agent’s, the Lenders’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan 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 Effective Date, (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), (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the 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 Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) This Agreement shall become effective on the Effective Date after it shall have been executed by the Company, each Borrower and the Administrative Agent and after the Administrative Agent shall have been notified by each Lender and Issuer that such Lender or Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and Issuer and, in each case, their respective successors and assigns; provided, however, that neither the Company nor any Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders. (b) On the Effective DateDate and for so long as the Borrower shall comply with the items set forth in Section 1of Schedule 8.22 (Post Closing Deliveries) (or such non-compliance shall be and remain duly waived hereunder), the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect, effect except that the Borrower, the Administrative Agent and the Lenders agree that to evidence (i) the incurrence by the any Borrower of “Indebtedness” the "Obligations" under and as defined in the Existing Credit Agreement therein (whether or not such “Indebtedness” is "Obligations" are contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents), (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the any Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, Date and (viii) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the such Existing Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants (other than the covenants set forth in Section 6.12(e) (Borrowing Base Determination)) contained in the such Existing Credit Agreement), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. The amendments and restatements set forth herein (including deletion of financial covenants applicable to previous Fiscal Quarters) 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 Effective Datedate hereof or after any failure to comply with the items set forth in Section 1of Schedule 8.22 (Post Closing Deliveries). This Agreement is not in any way intended to constitute a novation of 107 AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (bc) The terms and conditions of this Agreement and the Administrative Agent’s's, the Lenders’ ' and the Issuing Banks’ Issuers' rights and remedies under this Agreement and the other Loan Documents Documents, shall apply to all of the Indebtedness Obligations incurred under the Existing Credit Agreement and the Letters of Credit Notes issued thereunder. (cd) The Borrower reaffirms the Liens granted pursuant to the Collateral Documents to the Administrative Agent for the benefit of the Lenders and the Issuers, which Liens shall continue in full force and effect during the term of this Agreement and any renewals or extensions thereof and shall continue to secure the Obligations. (e) On and after the Effective DateDate and for so long as the Borrower shall deliver the items set forth in Section 1of Schedule 8.22 (Post Closing Deliveries) in compliance with such Section (or such non-compliance shall be and remain duly waived hereunder), (i) all references to the Existing Credit Agreement (or to any amendment amendment, supplement, modification or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, Agreement as amended and restated hereby (as it may be further amended, modified or restated)hereby, (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references reference to the Existing Credit Agreement, Agreement as amended and restated hereby (as it may be further amended, modified or restated)hereby. (df) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement restatement, waiver or waiverother modification, whether or not similar similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby by this Agreement or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and the L/C Issuer and, in each case, their respective successors and assigns. (b) On the Effective Closing Date, the Existing Credit Agreement shall 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 that the Borrower, the Administrative Agent and the Lenders agree that to evidence (i) the incurrence by the Borrower of the “IndebtednessObligations” under and as defined in the Existing Credit Agreement (whether or not such “IndebtednessObligations” is are contingent as of the Effective Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the such 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), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. 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 existing prior to the Effective 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. (bc) The terms and conditions of this Agreement and the Administrative Agent’s, the Lenders’ and the Issuing BanksLC Issuers’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness Obligations incurred under the Existing Credit Agreement and the Letters of Credit Indebtedness issued thereunder. (cd) On and after the Effective Closing Date, (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)hereby, (ii) all references to any section (Article, Section or subsection) sub-clause 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 and (iii) except as the context otherwise provides, on or after the Effective Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references reference to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated)hereby. (de) 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 unless otherwise specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) On the Effective Date, the Existing Credit Agreement shall 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 that the Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to 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), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as and allocated first to the Term Loans made on the Effective Date, with the remainder thereof deemed to be allocated to the corresponding portion of Revolving Loans made on the Effective Date. 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 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 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’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan 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 Effective Date, (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), (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the 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 Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) This Agreement shall become effective when it shall have been executed by each Borrower, the Administrative Agent, the Australian Agent and the Australian Collateral Trustee and when the Administrative Agent shall have been notified by each other Agent and each Lender and Issuer that such Agent, Lender or Issuer has executed this Agreement and thereafter shall be binding upon and inure to the benefit of each Borrower, Agent, Lender and Issuer and, in each case, their respective successors and assigns; provided, however, that no Borrower shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the Lenders. (b) On the Effective Date, the Company shall pay, with respect to the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, (i) all accrued and then outstanding interest, fees, expenses and other Secured Obligations owing to any Existing Secured Parties, including any expenses of counsel to the Agents, (ii) all accrued and then outstanding fees to the Issuers with respect to the Letters of Credit under the Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent (iii) all "Revolving Loans" and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” "Term Loans" under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documentsthen outstanding. Furthermore, (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, and (vx) the Existing Revolving Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to 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), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. 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 existing prior to the Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing Commitment under the Existing Credit Agreement or evidence payment of all or any portion Existing Lender that is not a Lender under this Agreement shall be terminated (and any notice with respect 150 AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY thereto is hereby waived) and the remaining Revolving Credit Commitments of the Lenders shall be increased ratably to the amounts set forth on Schedule I (Revolving Credit Commitments), (y) the Revolving Credit Commitment of Citicorp North America, Inc. shall be further increased by an amount equal to the aggregate Revolving Credit Commitments of the prospective Lenders set forth on Schedule I (Revolving Credit Commitments) that are not Existing Lenders and such obligations Revolving Credit Commitments shall immediately be transferred and liabilities. (b) The terms and conditions assigned to such Lenders upon execution of this Agreement and the Administrative Agent’s, the Lenders’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan 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 Effective Date, (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) amounts set forth on such schedule, upon which such prospective Lenders shall 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 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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated)become Lenders hereunder. (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 unless specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) On This Agreement shall become effective when it shall have been executed by the Borrower, Holdings and the Administrative Agent and when the Administrative Agent shall have been notified by each Lender and Issuer that such Lender or Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower and Holdings, the Administrative Agent and each Lender and Issuer and, in each case, their respective successors and assigns; provided, however, that neither Holdings nor the Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders. (b) This Agreement shall not constitute a novation of the rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Existing Credit Agreement or evidence payment of all or any of such obligations and liabilities and (b) from and after the Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and or effect, except that to evidence the Borrower, the Administrative Agent and the Lenders agree that Obligations (i) the incurrence by the Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Effective Datetherein) shall continue to exist under and be evidenced by this Agreement and the other Loan Documentsincurred, (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by and the Borrower prior to the Effective Date, (iv) except as expressly stated herein actions or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, and (v) the Existing Credit Agreement shall continue to evidence any action or omission omissions performed or required to be performed pursuant to the Existing Credit Agreement thereunder prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Credit Agreement), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. 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 in) the Existing Credit Agreement 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 or evidence payment of all or any portion of such obligations and liabilities. (bc) The terms and conditions of this Agreement and the Administrative Agent’s's, the Lenders’ ' and the Issuing Banks’ Issuers' rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness Obligations incurred under the Existing Credit Agreement and the Letters of Credit Notes issued thereunder. (c) On and after the Effective Date, (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), (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the 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 Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) This Agreement shall become effective on the Effective Date after it shall have been executed by the Borrower, the Agents and after the Administrative Agent shall have been notified by each Lender and Issuer that such Lender or Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agents, the Tranche B Investors and each Lender and Issuer and, in each case, their respective successors and assigns; provided, however, that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders. (b) On the Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect, effect except that the Borrower, the Administrative Agent and the Lenders agree that to evidence (i) the incurrence by the Borrower of “Indebtedness” the "Obligations" under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is "Obligations" are contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents), (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, Date and (viii) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the such 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), and (vi) the Loans under and as defined in the such Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. 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 existing prior to the Effective DateCollateral Agency Agreement). 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. (bc) The terms and conditions of this Agreement and the Administrative Agent’sAgents', the Lenders’ ' and the Issuing Banks’ Issuers' rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness Obligations incurred under the Existing Credit Agreement and the Letters of Credit Notes issued thereunder. (cd) The Borrower reaffirms the Liens granted pursuant to the Loan Documents to the Administrative Agent for the benefit of the Lenders and the Issuers, which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Obligations. (e) On and after the Effective Date, (i) all references to the Existing Credit Agreement (or to any amendment amendment, supplement, modification 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)hereby, (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references reference to the Existing Credit Agreement, Agreement as amended and restated hereby (as it may be further amended, modified or restated)hereby. (df) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) On the Effective Date, the Existing Credit Agreement shall 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 that the Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to 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), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. 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 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 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’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan 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 Effective Date, (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), (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the 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 Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent, the Loan Parties have executed and delivered the Collateral Documents and when the Administrative Agent shall have been notified by each Lender and Issuer that such Lender or Issuer has executed a Lender Consent and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and Issuer and, in each case, their respective successors and assigns; provided, however, that the Borrower shall not have the right to assign its respective rights hereunder or any interest herein without the prior written consent of the Lenders. (b) On the Original Effective Date, the Existing First Lien Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing First Lien Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that to evidence (i) the incurrence by the Borrower of the “IndebtednessObligations” under and as defined in the Existing First Lien Credit Agreement (whether or not such “IndebtednessObligations” is are contingent as of the Original Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents), (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Original Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, Date and (viii) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the such Existing First Lien Credit Agreement prior to the Original Effective Date (including any failure, prior to the Original Effective Date, to comply with the covenants contained in the such Existing First Lien Credit Agreement), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. The amendments and restatements set forth herein (including deletion of financial covenants applicable to previous periods) shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing First Lien Credit Agreement existing prior to the Original Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing First Lien 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’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan 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 Effective Date, (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), (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the 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 Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) This Agreement shall become effective when it shall have been executed by the Borrowers and the Administrative Agent, and when the Administrative Agent shall have been notified by each applicable Lender and, in the case of the Administrative Agent, each Issuer that such Lender or Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Borrowers, each Agent and each Lender and Issuer and, in each case, their respective successors and assigns; provided, however, that the Borrowers shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders. (b) On the Effective Date, the Existing Credit Agreement shall 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 that the Borrower, the Administrative Agent and the Lenders agree that to evidence (i) the incurrence by the Borrower Borrowers of the “IndebtednessObligations” under and as defined in the Existing Credit Agreement (whether or not such “IndebtednessObligations” is are contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to 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), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. 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 existing Borrowers 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 or evidence payment of all or any portion of such obligations and liabilities. (bc) The terms and conditions of this Agreement and the Administrative Agent’sAgents’, the Lenders’ and the Issuing BanksIssuers’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness Obligations incurred under the Existing Credit Agreement and the Letters of Credit Notes issued thereunder. (cd) On and after the Effective Date, (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)hereby, (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Credit Agreement HLI Operating Company, Inc. Hxxxx Lemmerz Finance LLC — Luxembourg S.C.A. Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references reference to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated)hereby. (de) 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 unless otherwise specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) On the Effective Date, the Existing Credit Agreement shall 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 that the Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to 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), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. 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 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 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’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan 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 Effective Date, (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), (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the 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 Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless specifically amended hereby or by any other Loan Document. (e) As of the Effective Date, Deutsche Bank Trust Company Americas (the “DB Exiting Lender”) shall be deemed to have irrevocably sold and assigned to Deutsche Bank AG New York Branch (the “DB Assignee”), and the DB Assignee shall be deemed to have irrevocably purchased and assumed from the DB Exiting Lender, all of the DB Exiting Lender’s rights and obligations in its capacity as a Lender under this Agreement and any other documents or instruments delivered pursuant thereto with respect to the DB Exiting Lender’s commitments and Loans owing to such DB Exiting Lender. Such sales, assignments, purchases and assumptions shall be deemed to have been effected by way of, and subject to the terms and conditions of, an Assignment and Assumption without the payment of any related assignment fee, and, except for replacement Notes to be provided to the DB Assignee in the appropriate principal amounts (unless the DB Assignee requests not to receive such Notes), no other documents or instruments shall be, or shall be required to be, executed in connection with such sales, assignments, purchases and assumptions (all requirements for which are hereby waived). The DB Exiting Lender and the DB Assignee shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such sales, assignments, purchases and assumptions.

Amendment and Restatement; Binding Effect. (a) This Agreement shall become effective when it shall have been executed by the Borrower, each Administrative Agent and the Collateral Agent, and when the Administrative Agents shall have been notified by each applicable Lender and, in the case of the First Lien Agent, each Issuer that such Lender or Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and Issuer and, in each case, their respective successors and assigns; provided, however, that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders. (b) On the Effective Date, the Existing Credit Agreement shall 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 that the Borrower, the Administrative Agent and the Lenders agree that to evidence (i) the incurrence by the Borrower of “Indebtedness” the "Obligations" under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is "Obligations" are contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents), (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, Date and (viii) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the such Existing Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the such Existing Credit Agreement), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. The amendments and restatements set forth herein (including deletion of financial covenants applicable to previous Fiscal Quarters) 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 Effective DateDate other than any breach of Section 5.4 (Capital Expenditures) of the Existing Credit Agreement with respect to the maximum amount of Capital Expenditures permitted for the Fiscal Year ended January 31, 2005. 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. (bc) The terms and conditions of this Agreement and the Administrative Agent’sAgents', the Lenders’ ' and the Issuing Banks’ Issuers' rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness Obligations incurred under the Existing Credit Agreement and the Letters of Credit Notes issued thereunder. (cd) On and after the Effective Date, (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)hereby, (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 and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references reference to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated)hereby. (de) 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 unless otherwise specifically amended hereby or by any other Loan Document.

Amendment and Restatement; Binding Effect. (a) This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and the L/C Issuer and, in each case, their respective successors and assigns. (b) On the Effective Closing Date, the Existing Credit Agreement shall 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 that the Borrower, the Administrative Agent and the Lenders agree that to evidence (i) the incurrence by the Borrower of “Indebtedness” the "Obligations" under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is "Obligations" are contingent as of the Effective Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Borrower shall pay any breakage costs incurred on the Effective Date under Section 2.16 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Secured Obligations, and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the such 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), and (vi) the Loans under and as defined in the Existing Credit Agreement that are outstanding immediately prior to the Effective Date are hereby deemed to be continued, without duplication, as Loans made on the Effective Date. 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 existing prior to the Effective 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. (bc) The terms and conditions of this Agreement and the Administrative Agent’s', the Lenders’ ' and the Issuing Banks’ LC Issuers' rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness Obligations incurred under the Existing Credit Agreement and the Letters of Credit Indebtedness issued thereunder. (cd) On and after the Effective Closing Date, (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)hereby, (ii) all references to any section (Article, Section or subsection) sub-clause 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 and (iii) except as the context otherwise provides, on or after the Effective Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references reference to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated)hereby. (de) 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 unless otherwise specifically amended hereby or by any other Loan Document.