Common use of Amendment and Restatement of Original Credit Agreement Clause in Contracts

Amendment and Restatement of Original Credit Agreement. This Agreement constitutes an amendment and restatement of the Original Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute, a novation or an accord and satisfaction of the Obligations or any other obligations owing to Agent or the Lenders under the Original Credit Agreement or any other loan document executed in connection therewith. On the Closing Date, the credit facilities and the terms and conditions thereof described in the Original Credit Agreement shall be amended and replaced in their entirety by the credit facilities and the terms and conditions described herein, and all Advances and other Obligations of Borrower outstanding as of such date under the Original Credit Agreement shall be deemed to be Advances, Letters of Credit and Obligations outstanding under the corresponding facilities described herein (such that all Obligations which are outstanding on the Closing Date under the Original Credit Agreement shall become Obligations under this Agreement), without further action by any Person. Each of the parties hereto hereby acknowledges and agrees that the grant of the security interests in the Collateral pursuant to the Security Agreement and in any other Loan Document (unless explicitly agreed to by Agent in writing) is not intended to, nor shall it be construed, as constituting a release of any prior security interests granted by any Loan Party in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers in or to any Collateral or any other Property of such Loan Party, but is intended to constitute a restatement and reconfirmation of the prior security interests granted by the Loan Parties in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers in and to the Collateral and a grant of a new security interest in any Collateral that is not included in the prior security grants by the Loan Parties and in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers to the extent such grant was not included in the prior security grants. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

Amendment and Restatement of Original Credit Agreement. This The parties to this Agreement constitutes an amendment and restatement of agree that, upon (i) the Original Credit Agreement effective from and after the Closing Date. The execution and delivery by each of the parties hereto of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute, a novation or an accord and (ii) satisfaction of the Obligations or any other obligations owing to Agent or the Lenders under the Original Credit Agreement or any other loan document executed conditions set forth in connection therewith. On the Closing DateSections 4.1 and 4.2, the credit facilities and the terms and conditions thereof described in provisions of the Original Credit Agreement shall be amended and replaced hereby are amended, superseded and restated in their entirety by the credit facilities and the terms and conditions described herein, provisions of this Agreement. This Agreement is not intended to and all Advances shall not constitute a novation. All Loans made and other Secured Obligations of Borrower outstanding as of such date incurred under the Original Credit Agreement shall be deemed to be Advances, Letters of Credit and Obligations outstanding under the corresponding facilities described herein (such that all Obligations which are outstanding on the Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement. Without limiting the foregoing, (a) all Existing Letters of Credit (as defined in the Original Credit Agreement) and the Letters of Credit issued for the account of the Borrowers under the Original Credit Agreement which remain outstanding on the Effective Date shall become continue as Facility Letters of Credit under (and shall be governed by the terms of) this Agreement and (b) all Secured Obligations consisting of Hedging Obligations incurred under Hedging Agreements with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Secured Obligations under this Agreement), without further action by any Person. Each of the parties hereto hereby acknowledges and agrees that the grant of the security interests in the Collateral pursuant to the Security Agreement and in any the other Loan Document (unless explicitly agreed to by Agent in writing) is not intended to, nor shall it be construed, as constituting a release of any prior security interests granted by any Loan Party in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer Documents. By its execution below and the Bank Product Providers in or to any Collateral or any other Property of such Loan Party, but is intended to constitute a restatement and reconfirmation of the prior security interests granted by the Loan Parties in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers in and to the Collateral and a grant of a new security interest in any Collateral that is not included in the prior security grants by the Loan Parties and in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers to the extent such grant was not included in the prior security grants. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality requestsatisfaction of the conditions set forth in Sections 4.1 and 4.2, the Original Administrative Agent resigns as the "Administrative Agent" under the Original Credit Agreement. Omissions are designated by Simultaneously therewith, and notwithstanding anything in the symbol [***]. A complete version Original Credit Agreement or elsewhere to the contrary, NBD shall replace The First National Bank of Chicago as the Administrative Agent under this document has been filed separately Agreement, such replacement shall be deemed to have occurred in accordance with and in satisfaction of all the Securities requirements with respect thereto set forth in the Original Credit Agreement and Exchange Commissionelsewhere, and consent is hereby expressly given to such replacement.

Amendment and Restatement of Original Credit Agreement. (a) This Agreement constitutes an does not extinguish the obligations for the payment of money outstanding under the Original Credit Agreement or discharge or release the obligations under the Original Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Original Credit Agreement or the other Loan Documents, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Guarantor under the Original Credit Agreement from any of its obligations and liabilities outstanding thereunder, as modified hereby. Each Guarantor hereby confirms and agrees that, except as modified or amended and restated hereby or by a Loan Document or other instruments executed concurrently herewith, each “Loan Document” (as defined in the Original Credit Agreement) to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Third Restatement Date all references in any such Loan Document to the “Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Original Credit Agreement shall mean this Agreement. (b) Each Guarantor (a) consents to the amendment and restatement of the Original Credit Agreement effective from by this Agreement; (b) acknowledges and after agrees that its obligations under each of the Closing Date. The execution and delivery “Loan Documents” (as defined in the Original Credit Agreement) owing to each lender thereunder that is also a Lender hereunder shall be in respect of the obligations of the U.S. Borrowers under this Agreement and the consummation other Loan Documents; and (c) reaffirms all of its obligations under each “Loan Document” (as defined in the Original Credit Agreement) and each other Loan Document and all other Secured Obligations, reaffirms its prior grants and the validity of Liens on the Collateral to secure the Secured Obligations and with respect to each of the transactions contemplated Guarantors, its guarantee of the Secured Obligations. Each Loan Party hereby are expressly acknowledges that the amendment and restatement of the Original Credit Agreement by this Agreement does not intended by (i) impair the parties validity, effectiveness or priority of the Liens granted pursuant to beany Loan Document, and shall not constitutesuch Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, a novation whether heretofore or an accord hereafter incurred; or (ii) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each Loan Party hereby confirms and satisfaction of the Obligations or any agrees that all outstanding principal, interest and fees and other obligations owing to Agent or the Lenders under the Original Credit Agreement or immediately prior to the Third Restatement Date shall, to the extent not paid on the Third Restatement Date, from and after the Third Restatement Date, be, without duplication, Secured Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by this Agreement and the other Loan Documents; provided, however, that notwithstanding anything to the contrary herein, the U.K. Borrower shall not be included in the definition of “Loan Parties” with respect to any other loan document executed reaffirmation contained herein in connection therewith. respect of guarantees provided and/or security interests pledged in Collateral. (c) On the Closing Third Restatement Date, the credit facilities and the terms and conditions thereof described in each Lender party to the Original Credit Agreement shall immediately prior to the Third Restatement Date (each, an “Existing Lender”) will automatically and without further act be amended and replaced in their entirety by deemed to have assigned to each Lender party to this Agreement as of the credit facilities and the terms and conditions described hereinThird Restatement Date (each, a “Third Restatement Date Lender”), and all Advances each such Third Restatement Date Lender will automatically and other Obligations of Borrower outstanding as without further act be deemed to have assumed, a portion of such date Existing Lender’s Revolver Loans outstanding immediately prior to the Third Restatement Date (“Existing Revolver Loans”) and participations under the Original Credit Agreement shall be in outstanding Letters of Credit (if any are outstanding on the Third Restatement Date) and Swingline Loans (if any are outstanding on the Third Restatement Date) such that, after giving effect to each such deemed to be Advancesassignment and assumption of Existing Revolver Loans and participations, the percentage of the aggregate outstanding (i) Revolver Loans, (ii) participations under this Agreement in Letters of Credit and Obligations outstanding under the corresponding facilities described herein (such that all Obligations which are outstanding on the Closing Date under the Original Credit Agreement shall become Obligations iii) participations under this Agreement), without further action Agreement in Swingline Loans held by any Person. Each each Lender (including each such Third Restatement Date Lender) will equal the percentage of the parties hereto hereby acknowledges and agrees that the grant aggregate Revolver Commitments of all Lenders represented by such Lender’s Revolver Commitment as of the security interests in the Collateral pursuant to the Security Agreement and in any other Loan Document (unless explicitly agreed to by Agent in writing) is not intended to, nor shall it be construed, as constituting a release of any prior security interests granted by any Loan Party in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers in or to any Collateral or any other Property of such Loan Party, but is intended to constitute a restatement and reconfirmation of the prior security interests granted by the Loan Parties in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers in and to the Collateral and a grant of a new security interest in any Collateral that is not included in the prior security grants by the Loan Parties and in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers to the extent such grant was not included in the prior security grants. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange CommissionThird Restatement Date.

Amendment and Restatement of Original Credit Agreement. (a) This Agreement constitutes an does not extinguish the obligations for the payment of money outstanding under the Original Credit Agreement or discharge or release the obligations under the Original Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Original Credit Agreement or the other Loan Documents, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Guarantor under the Original Credit Agreement from any of its obligations and liabilities outstanding thereunder, as modified hereby. Each Guarantor hereby confirms and agrees that, except as modified or amended and restated hereby or by a Loan Document or other instruments executed concurrently herewith, each “Loan Document” (as defined in the Original Credit Agreement) to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Restatement Date all references in any such Loan Document to the “Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Original Credit Agreement shall mean this Agreement. (b) Each Guarantor (a) consents to the amendment and restatement of the Original Credit Agreement effective from by this Agreement; (b) acknowledges and after agrees that its obligations under each of the Closing Date. The execution and delivery “Loan Documents” (as defined in the Original Credit Agreement) owing to each lender thereunder that is also a Lender hereunder shall be in respect of the obligations of the U.S. Borrowers under this Agreement and the consummation other Loan Documents; and (c) reaffirms all of its obligations under each “Loan Document” (as defined in the Original Credit Agreement) and each other Loan Document and all other Secured Obligations, reaffirms its prior grants and the validity of Liens on the Collateral to secure the Secured Obligations and with respect to each of the transactions contemplated Guarantors, its guarantee of the Secured Obligations. Each Loan Party hereby are expressly acknowledges that the amendment and restatement of the Original Credit Agreement by this Agreement does not intended by (i) impair the parties validity, effectiveness or priority of the Liens granted pursuant to beany Loan Document, and shall not constitutesuch Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, a novation whether heretofore or an accord hereafter incurred; or (ii) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each Loan Party hereby confirms and satisfaction of the Obligations or any agrees that all outstanding principal, interest and fees and other obligations owing to Agent or the Lenders under the Original Credit Agreement or immediately prior to the Restatement Date shall, to the extent not paid on the Restatement Date, from and after the Restatement Date, be, without duplication, Secured Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by this Agreement and the other Loan Documents; provided, however, that notwithstanding anything to the contrary herein, the U.K. Borrower shall not be included in the definition of “Loan Parties” with respect to any other loan document executed reaffirmation contained herein in connection therewith. respect of guarantees provided and/or security interests pledged in Collateral. (c) On the Closing Restatement Date, the credit facilities and the terms and conditions thereof described in each Lender party to the Original Credit Agreement shall immediately prior to the Restatement Date (each, an “Existing Lender”) will automatically and without further act be amended and replaced in their entirety by deemed to have assigned to each Lender party to this Agreement as of the credit facilities and the terms and conditions described hereinRestatement Date (each, a “Restatement Date Lender”), and all Advances each such Restatement Date Lender will automatically and other Obligations of Borrower outstanding as without further act be deemed to have assumed, a portion of such date Existing Lender’s Revolver Loans outstanding immediately prior to the Restatement Date (“Existing Revolver Loans”) and participations under the Original Credit Agreement shall be in outstanding Letters of Credit (if any are outstanding on the Restatement Date) and Swingline Loans (if any are outstanding on the Restatement Date) such that, after giving effect to each such deemed to be Advancesassignment and assumption of Existing Revolver Loans and participations, the percentage of the aggregate outstanding (i) Revolver Loans, (ii) participations under this Agreement in Letters of Credit and Obligations outstanding under the corresponding facilities described herein (such that all Obligations which are outstanding on the Closing Date under the Original Credit Agreement shall become Obligations iii) participations under this Agreement), without further action Agreement in Swingline Loans held by any Person. Each each Lender (including each such Restatement Date Lender) will equal the percentage of the parties hereto hereby acknowledges and agrees that the grant aggregate Revolver Commitments of all Lenders represented by such Lender’s Revolver Commitment as of the security interests in the Collateral pursuant to the Security Agreement and in any other Loan Document (unless explicitly agreed to by Agent in writing) is not intended to, nor shall it be construed, as constituting a release of any prior security interests granted by any Loan Party in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers in or to any Collateral or any other Property of such Loan Party, but is intended to constitute a restatement and reconfirmation of the prior security interests granted by the Loan Parties in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers in and to the Collateral and a grant of a new security interest in any Collateral that is not included in the prior security grants by the Loan Parties and in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers to the extent such grant was not included in the prior security grants. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange CommissionRestatement Date.