Common use of Existing Credit Agreement Clause in Contracts

Existing Credit Agreement. In connection with the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and Lenders shall, as of the Effective Date, make adjustments to the outstanding principal amount of the “Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Loans hereunder and the repayment of “Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (ii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreement.

Existing Credit Agreement. In connection On the Second Restatement Effective Date and concurrently with the amendment initial incurrence of Loans hereunder, (i) all Existing Revolving Loans shall have been repaid in full in cash, together with accrued but unpaid interest thereon, it being understood and restatement of agreed, however, that any Existing Lender may net fund any Revolving Loans required to be made by it on the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and Lenders shall, as of Second Restatement Effective Date by permitting the Effective Date, make adjustments to the outstanding principal amount of the “Loans” Existing Revolving Loans made by such Existing Lender to remain outstanding on the Second Restatement Effective Date to satisfy such Existing Lender’s obligation to fund a like principal amount of Revolving Loans to be incurred hereunder by the Borrowers on the Second Restatement Effective Date, and for purposes of this Section 4.01(e) only such outstanding principal amount shall be deemed outstanding as Revolving Loans under this Agreement and such corresponding Existing Revolving Loans shall be deemed to have been so repaid in full, and (ii) there shall have been paid in cash in full all accrued but unpaid Fees under, and as defined in, the Existing Credit Agreement (as such term is defined thereinincluding, without limitation any Facility Fees) (accrued but not any interest accrued thereon unpaid prior to but excluding the Second Restatement Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date)and all other amounts, including the borrowing of additional Loans hereunder and the repayment of “Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees costs and expenses as shall be necessary (including, without limitation, breakage costs, if any, with respect to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender thereunder) then owing to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that Lenders and/or the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this AgreementAdministrative Agent, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments as agent under the Existing Credit Agreement, in each case to the satisfaction of the Administrative Agent or the Existing Lenders, as the case may be, regardless of whether or not such amounts would otherwise be due and assumed payable at such time pursuant to the terms of the Existing Credit Agreement and (iii) all outstanding Loans and commitments under Notes (as defined in the Existing Credit Agreement, and assumed outstanding Loans and commitments of other ) issued by Parent or Corp. to the Existing Lenders under the Existing Credit Agreement as may shall be necessary deemed canceled. The occurrence of the Second Restatement Effective Date shall constitute a representation and warranty by each Borrower to effect the foregoing. In addition, Agents and each of the Lenders that all the conditions specified in Section 4.01 exist as of that time. All the Notes, certificates, legal opinions and other documents and papers referred to in this Section 4.01, unless otherwise specified, shall be delivered to the Administrative Agent at the Administrative Agent’s Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient counterparts for each of the Lenders and shall be satisfactory in form and substance to the Lenders. The Administrative Agent shall give Parent, Corp. and each Lender written notice that the Second Restatement Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (ii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreementhas occurred.

Existing Credit Agreement. In connection with the amendment and restatement of the Existing Credit Agreement pursuant hereto, the Borrower, the Administrative Agent and the Lenders shall, as of the Effective Date, Closing Date make adjustments to the outstanding principal amount of the “Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Closing Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Closing Date), including the borrowing of additional Loans hereunder and the repayment of “Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments Commitment as of the Effective Closing Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement3.05 hereof; provided that the foregoing is not intended to relieve the Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (ii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreement.

Existing Credit Agreement. In connection with On the amendment and restatement date of this Agreement, the Existing Credit Agreement pursuant heretoshall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall be replaced hereby; provided that the Borrower, the Administrative Agent and the Lenders shall, as agree that on the date of the Effective Dateinitial funding of Loans hereunder, make adjustments to the outstanding principal amount loans and other Indebtedness of the “Loans” Borrower under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to shall be renewed, rearranged, modified and extended with the Effective Date or any accrued commitment fees under proceeds of the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Loans hereunder initial funding and the repayment of “LoansCommitments” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement shall be superseded by this Agreement and terminated. This Agreement is not in any way intended to constitute a novation of the extent obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such lenders are not Lenders obligations and liabilities. The terms and conditions of this Agreement and the Administrative Agent’s, the Lenders’ and the Issuing Banks’ rights and remedies under this AgreementAgreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement and in respect of the Existing Letters of Credit. The undersigned hereby waive (i) any right to receive any notice of such termination, and each Lender shall be deemed (ii) any right to have made an assignment receive any notice of its outstanding Loans and commitments prepayment of amounts owed under the Existing Credit Agreement, and assumed outstanding Loans and commitments (iii) any right to receive compensation under Section 5.02 of the Existing Credit Agreement, and assumed Agreement in respect of Eurodollar Loans outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary resulting from such rearrangement. Each Lender that was a party to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and hereby agrees to return to the Commitments thereunder shall terminate and be superseded Borrower, with reasonable promptness, any promissory note delivered by this Agreement, and (ii) the Obligations of the Borrower hereunder are to such Lender in renewal and extension of the obligations and indebtedness of the Borrower under connection with the Existing Credit Agreement.

Existing Credit Agreement. In connection with (a) On the amendment and restatement of Closing Date, the Existing Credit Agreement pursuant heretoshall 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 shall, as agree that (i) the incurrence by the Borrower of the Effective Date, make adjustments to the outstanding principal amount of the “LoansObligations” under and as defined in the Existing Credit Agreement (whether or not such Obligations are contingent as such term is defined thereinof the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (but not ii) the Borrower shall pay any interest accrued thereon prior breakage costs incurred on the Closing Date under Section 3.5 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the Effective Date or any accrued commitment fees under representations and warranties made by the Borrower in the Existing Credit Agreement prior to the Effective Closing Date, (iv) except as expressly stated herein or amended, amended and restated or otherwise modified, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all 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 Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Credit Agreement), including . 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 borrowing Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of additional Loans hereunder the obligations and the repayment of “Loans” liabilities existing under the Existing Credit Agreement (as or evidence payment of all or any portion of such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (ii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreementliabilities.

Existing Credit Agreement. In connection with (a) On the amendment Effective Date, the Existing Credit Agreement shall be amended and restatement restated in its entirety by this Agreement, and the Existing Credit Agreement shall be replaced hereby; provided that the Borrower, the Administrative Agent and the Lenders agree that (i) the “Commitments” of the lenders under the Existing Credit Agreement shall be superseded by this Agreement and terminated (except as otherwise expressly provided in Section 12.05(a) of the Existing Credit Agreement pursuant heretowith respect to the survival of certain covenants and agreements made by the Borrower in the Existing Credit Agreement), Borrower, Administrative Agent (ii) the Existing Credit Agreement shall continue to evidence the representations and Lenders shall, as of warranties made by the Borrower prior to the Effective Date, make adjustments (iii) 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 the outstanding principal amount of the “Loans” under all Indebtedness, (iv) the Existing Credit Agreement (as such term is defined therein) (but not shall continue to evidence and govern any interest accrued thereon prior action or omission performed, required to the Effective Date be performed or any accrued commitment fees under approved pursuant to the Existing Credit Agreement prior to the Effective Date (including, without limitation, any failure, prior to the Effective Date), to comply with the covenants contained in the Existing Credit Agreement and any permitted releases of collateral) and any act, omission or event to occur or measured by any date or period of time commencing on, or including any date or period prior to, the borrowing Effective Date and (v) the terms and provisions of additional Loans hereunder the Existing Credit Agreement shall continue in full force and effect to the repayment extent provided in clause (d) of this Section 12.14. The amendments and restatements set forth herein shall not cure any breach thereof or any “LoansDefault” 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 (as or evidence payment of all or any portion of such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (ii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreementliabilities.

Existing Credit Agreement. In connection with the amendment and restatement of This Agreement shall supersede the Existing Credit Agreement pursuant heretoin its entirety, Borrowerexcept as provided in this ss.10.17. On the Exit Facility Date, Administrative Agent the rights and Lenders shall, as obligations of the Effective Date, make adjustments to the outstanding principal amount of the “Loans” parties under the Existing Credit Agreement (as such term is defined therein) (but which remain Lenders hereunder shall be subsumed within and be governed by this Agreement. This Agreement does not any interest accrued thereon prior to extinguish the Effective Date or any accrued commitment fees obligations for the payment of money outstanding under the Existing Credit Agreement prior to or discharge or release the Effective Date), including the borrowing of additional Loans hereunder and the repayment of “Loans” obligations under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interestor the lien or priority of any mortgage, fees and expenses as pledge, security agreement or any other security therefor. Nothing herein contained shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments construed as a substitution or novation of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders obligations outstanding under the Existing Credit Agreement or instruments securing the same, 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 the Borrowers or the Facility Guarantors under the Existing Credit Agreement from any of its obligations and liabilities thereunder. The Borrowers and the Facility Guarantors hereby confirm and agree that (a) except as modified hereby or by instruments executed concurrently herewith, each loan document to which it is a party and executed in connection with the extent such lenders are not Lenders Existing Credit Agreement shall constitute a "Loan Document" under this Agreement, and each Lender shall continue to be deemed in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Exit Facility Date, all references in any such Loan Document to have made an assignment the "Security Agreement," "Credit Agreement," "thereto," "thereof," "thereunder" or words of its outstanding Loans and commitments under like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement, as amended and assumed outstanding Loans and commitments under the Existing Credit restated by this Agreement, and assumed outstanding Loans and commitments of other Lenders under (b) to the Existing Credit Agreement extent that any such Loan Document purports to assign or pledge to the Collateral Agent a security interest in or lien on, any Collateral as may be necessary to effect security for the foregoing. In addition, as obligations of the Effective Date (i) Borrowers and the Facility Guarantors from time to time existing in respect of the Existing Credit Agreement and the Commitments thereunder shall terminate Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and be superseded by this Agreementconfirmed in all respects, and (iic) the Obligations of the Borrower hereunder are UCC financing statements previously filed in renewal and extension of the obligations and indebtedness of the Borrower under connection with the Existing Credit AgreementAgreement and the other Security Documents shall remain in full force and effect and shall apply as of the Exit Facility Date with respect to the Obligations hereunder.

Existing Credit Agreement. In connection with On the amendment and restatement date of this Agreement, the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and Lenders shall, as of the Effective Date, make adjustments to the outstanding principal amount of the “Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Loans hereunder and the repayment of “Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender amended and restated in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded entirety by this Agreement, and (ii) the Obligations Existing Credit Agreement shall be replaced hereby; provided that the Borrower, the Administrative Agent and the Lenders agree that on the date of the Borrower hereunder are in renewal initial funding of Loans hereunder, the loans and extension of the obligations and indebtedness other Indebtedness of the Borrower under the Existing Credit Agreement, if applicable, shall be renewed, rearranged, modified and extended with the proceeds of the initial funding and the “Commitments” of the lenders under the Existing Credit Agreement shall be superseded by this Agreement and terminated. 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. The terms and conditions of this Agreement and the Administrative Agent’s, the Lenders’, the Swing Line Lender’s and the Issuing Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement. The undersigned hereby waive (i) any right to receive any notice of such termination, (ii) any right to receive any notice of prepayment of amounts owed under the Existing Credit Agreement, and (iii) any right to receive compensation under the Existing Credit Agreement in respect of Eurodollar Loans outstanding under the Existing Credit Agreement resulting from such rearrangement. Each Lender that was a party to the Existing Credit Agreement hereby agrees to return to the Borrower, with reasonable promptness, any promissory note delivered by the Borrower to such Lender in connection with the Existing Credit Agreement.

Existing Credit Agreement. In connection with Upon payment in full of the amendment and restatement of "OBLIGATIONS" (as defined in the Existing Credit Agreement pursuant heretoAgreement, Borrower, Administrative Agent and Lenders shall, the "EXISTING OBLIGATIONS") as of the Effective Date, make adjustments required by SECTION 5.1(d) as a condition precedent to the outstanding principal amount of the “Loans” under first Credit Event, Borrower and those Lenders who are party to the Existing Credit Agreement (the "EXISTING LENDERS") agree as such term is defined thereinfollows: (a) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Loans hereunder and the repayment of “Loans” Obligations arising under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and related "Loan Documents" (ii) the Obligations of the Borrower hereunder are as defined in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreement, the "EXISTING LOAN DOCUMENTS"), other than any indebtedness and obligations described in the proviso to CLAUSE (b) below, shall be terminated and satisfied in full and the Existing Lenders shall release and discharge Borrower from the Existing Obligations arising under the Existing Loan Agreement, the Existing Loan Documents, and any and all other claims, demands, causes of action of every kind and character (known or unknown) at law or in equity, arising out of or in any way related to the foregoing; and (b) Borrower hereby confirms that the Existing Credit Agreement and Existing Lenders' obligations to make advances and to fund the loan thereunder are terminated as of the Effective Date; provided that, any provisions of the Existing Credit Agreement or the Existing Loan Documents expressly intended to survive termination, shall survive repayment of the Existing Obligations and termination of the Existing Credit Agreement. Upon satisfaction of the Existing Obligations, Borrower shall release and discharge Existing Lenders from the Existing Credit Agreement and the Existing Loan Documents and any and all claims, demands, causes of action of every kind and character (known or unknown) at law or in equity, arising out of or in any way related to the foregoing. Nothing in this SECTION 12.16 shall be deemed to release, discharge, or modify the Obligation or Commitments under this Agreement and the related Loan Documents. REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS. CREDIT AGREEMENT Signature Page to that certain Credit Agreement dated as of March 9, 1999, among Allied Capital Corporation, as Borrower, NationsBank, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. ALLIED CAPITAL CORPORATION By /s/ KELLX X. XXXXXXXX -------------------------------- Name: KELLX X. XXXXXXXX -------------------------- Title: PRINCIPAL and TREASURER -------------------------- CREDIT AGREEMENT Signature Page to that certain Credit Agreement dated as of March 9, 1999, among Allied Capital Corporation, as Borrower, NationsBank, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. NATIONSBANK, N.A., as Administrative Agent and as a Lender By /s/ SHELXX X. XXXXXX -------------------------------- Name: SHELXX X. XXXXXX -------------------------- Title: VICE PRESIDENT -------------------------- CREDIT AGREEMENT Signature Page to that certain Credit Agreement dated as of March 9, 1999, among Allied Capital Corporation, as Borrower, NationsBank, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. BANKBOSTON, N.A., as a Lender By /s/ DEIRXXX X. XXXXXXX -------------------------------- Name: DEIRXXX X. XXXXXXX -------------------------- Title: VICE PRESIDENT -------------------------- CREDIT AGREEMENT Signature Page to that certain Credit Agreement dated as of March 9, 1999, among Allied Capital Corporation, as Borrower, NationsBank, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. RIGGX XXXK N.A., as a Lender By /s/ DAVIX X. XXXXX -------------------------------- Name: DAVIX X. XXXXX -------------------------- Title: VICE PRESIDENT -------------------------- CREDIT AGREEMENT Signature Page to that certain Credit Agreement dated as of March 9, 1999, among Allied Capital Corporation, as Borrower, NationsBank, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. FIRST UNION NATIONAL BANK, as a Lender By /s/ JANE X. XXXXXXX -------------------------------- Name: JANE X. XXXXXXX -------------------------- Title: SENIOR VICE PRESIDENT -------------------------- CREDIT AGREEMENT Signature Page to that certain Credit Agreement dated as of March 9, 1999, among Allied Capital Corporation, as Borrower, NationsBank, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. CHEVY CHASE BANK, F.S.B., as a Lender By /s/ WILLXXX X. XXXXXX, XXI -------------------------------- Name: WILLXXX X. XXXXXX, XXI -------------------------- Title: VICE PRESIDENT -------------------------- CREDIT AGREEMENT 77 Signature Page to that certain Credit Agreement dated as of March 9, 1999, among Allied Capital Corporation, as Borrower, NationsBank, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. CREDIT LYONNAIS NEW YORK BRANCH, as a Lender By /s/ W. JAY XXXXXXX -------------------------------- Name: W. JAY XXXXXXX -------------------------- Title: VICE PRESIDENT ------------------------- CREDIT AGREEMENT Signature Page to that certain Credit Agreement dated as of March 9, 1999, among Allied Capital Corporation, as Borrower, NationsBank, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. BRANCH BANKING & TRUST CO., as a Lender By /s/ CORY XXXXX -------------------------------- Name: CORY XXXXX -------------------------- Title: VICE PRESIDENT ------------------------- CREDIT AGREEMENT Signature Page to that certain Credit Agreement dated as of March 9, 1999, among Allied Capital Corporation, as Borrower, NationsBank, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. FIRSTRUST BANK, as a Lender By /s/ EDWAXX X'XXXXXX -------------------------------- Name: EDWAXX X'XXXXXX -------------------------- Title: EXECUTIVE VICE PRESIDENT ------------------------- CREDIT AGREEMENT Signature Page to that certain Credit Agreement dated as of March 9, 1999, among Allied Capital Corporation, as Borrower, NationsBank, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. LASALLE NATIONAL BANK, as a Lender By /s/ DAVIX X. XXXXXX -------------------------------- Name: DAVIX X. XXXXXX -------------------------- Title: VICE PRESIDENT ------------------------- CREDIT AGREEMENT SCHEDULE 2 LENDERS AND COMMITMENTS ========================================================================================================================== REVOLVING FACILITY COMMITMENT UPFRONT NAME AND ADDRESS OF LENDERS COMMITTED PERCENTAGE FEE SUMS =========================================================================================================================== NationsBank, N.A. $ 52,500,000.00 16.666667% $131,250.00 Financial Services 901 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxx 00000-0000 Xxtn: Shelxx X. Xxxxxx Xxl: 214-000-0000 Xxx: 214-000-0000 Xxail: shelxx.x.xxxxxx@xxxixxxxxxx.xxx --------------------------------------------------------------------------------------------------------------------------- BankBoston, N.A. $ 50,000,000.00 15.873016% $125,000.00 100 Xxxxxxx Xxxxxx Xxil Stop 01-10-08 Bostxx, XX 00000 Xxtn: Deirxxx Xxxxxxx Xxl: 617-000-0000 Xxx: 617-000-0000 Xxail: dmhoxxxxx@xxx.xxx --------------------------------------------------------------------------------------------------------------------------- First Union National Bank $ 50,000,000.00 15.873016% $125,000.00 One First Uniox Xxxxxx, XX0000 001 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Xxtn: Raj Xxxx Xxl: 704-000-0000 Xxx: 704-000-0000 Xxail: raj.xxxx@xxxxxxx.xxxx.xxx --------------------------------------------------------------------------------------------------------------------------- Riggx Xxxk N.A. $ 50,000,000.00 15.873016% $125,000.00 808 00xx Xxxxxx XX 00xx Xxxxx Xxxxxxxxxx, XX 00000 Xxtn: Davix Xxxxx Xxl: 202-000-0000 Xxx: 202-000-0000 Xxail: davix_xxxxx@xxxxxxxxx.xxx --------------------------------------------------------------------------------------------------------------------------- CREDIT AGREEMENT - SCHEDULE 2 82 =========================================================================================================================== REVOLVING FACILITY COMMITMENT UPFRONT NAME AND ADDRESS OF LENDERS COMMITTED PERCENTAGE FEE SUMS =========================================================================================================================== Chevy Chase Bank, F.S.B. $ 30,000,000.00 9.523810% $ 60,000.00 8401 Xxxxxxxxxxx Xxxxxx 0xx Xxxxx Xxxxx Xxxxx, XX 00000 Xxtn: Willxxx Xxxxxx Xxl: 301-000-0000 Xxx: 301-000-0000 Xxail: wpalxxx@xxxxxxxxxxxxxx.xxx --------------------------------------------------------------------------------------------------------------------------- Credit Lyonnais New York Branch $ 30,000,000.00 9.523810% $ 60,000.00 1301 Xxxxxx xx xxx Xxxxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Xxtn: W. Jay Xxxxxxx Xxl: 212-000-0000 Xxx: 212-000-0000 Xxail: buckxxx@xxxxxxxxxx.xxx --------------------------------------------------------------------------------------------------------------------------- Branch Banking & Trust Co. $ 25,000,000.00 7.936508% $ 37,500.00 110 X. Xxxxxxxxx Xxxx Xxxxx 000 Xxxxxxx-Xxxxx, XX 00000 Xxtn: Cory Xxxxx Xxl: 336-000-0000 Xxx: 336-000-0000 Xxail: cboyxx@xxxxxx.xxx --------------------------------------------------------------------------------------------------------------------------- LaSalle National Bank $ 20,000,000.00 6.349206% $ 30,000.00 135 Xxxxx XxXxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000 Xxtn: Davix X. Xxxxxx Xxl: 312-000-0000 Xxx: 312-000-0000 Xxail: davix.xxxxxx@xxxxxxx.xxx --------------------------------------------------------------------------------------------------------------------------- Firstrust Bank $ 7,500,000.00 2.380952% $ 9,375.00 15 E. Xxxxx Xxxx Xxxxxxxxxxxx, XX 00000 Xxtn: Marixxx Xxxxxxxx Xxl: 610-000-0000 Xxx: 610-000-0000 Xxail: mmigxxxx@xxxxxxxxx.xxx =========================================================================================================================== Totals $ 315,000,000.00 100.00% $ 703,125.00 =========================================================================================================================== 83

Existing Credit Agreement. In connection with On the amendment and restatement date of this Agreement, the Existing Credit Agreement pursuant heretoshall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall be replaced hereby; provided that the Borrower, the Administrative Agent and the Lenders shall, as agree that on the date of the Effective Dateinitial funding of Loans hereunder, make adjustments to the outstanding principal amount loans and other Indebtedness of the “Loans” Borrower under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to shall be renewed, rearranged, modified and extended with the Effective Date or any accrued commitment fees under proceeds of the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Loans hereunder initial 104 funding and the repayment of “LoansCommitments” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement shall be superseded by this Agreement and terminated. This Agreement is not in any way intended to constitute a novation of the extent obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such lenders are not Lenders obligations and liabilities. The terms and conditions of this Agreement and the Administrative Agent’s, the Lenders’ and the Issuing Banks’ rights and remedies under this AgreementAgreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement and in respect of the Existing Letters of Credit. The undersigned hereby waive (i) any right to receive any notice of such termination, and each Lender shall be deemed (ii) any right to have made an assignment receive any notice of its outstanding Loans and commitments prepayment of amounts owed under the Existing Credit Agreement, and assumed outstanding Loans and commitments (iii) any right to receive compensation under Section 5.02 of the Existing Credit Agreement, and assumed Agreement in respect of Eurodollar Loans outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary resulting from such rearrangement. Each Lender that was a party to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and hereby agrees to return to the Commitments thereunder shall terminate and be superseded Borrower, with reasonable promptness, any promissory note delivered by this Agreement, and (ii) the Obligations of the Borrower hereunder are to such Lender in renewal and extension of the obligations and indebtedness of the Borrower under connection with the Existing Credit Agreement.

Existing Credit Agreement. In connection with On the amendment Closing Date, this Agreement shall supersede and restatement of replace in its entirety the Existing Credit Agreement pursuant heretoAgreement; provided, Borrowerhowever, Administrative Agent that (a) all loans, letters of credit, and Lenders shallother indebtedness, as of the Effective Date, make adjustments to the obligations and liabilities outstanding principal amount of the “Loans” under the Existing Credit Agreement on such date shall continue to constitute Loans, Letters of Credit and other indebtedness, obligations and liabilities under this Agreement, (as such term is defined thereinb) the execution and delivery of this Agreement or any of the Credit Documents hereunder shall not constitute a novation, refinancing or any other fundamental change in the relationship among the parties, (but not any interest accrued thereon prior c) the Loans, Letters of Credit, and other indebtedness, obligations and liabilities outstanding hereunder, to the Effective Date or any accrued commitment fees extent outstanding under the Existing Credit Agreement immediately prior to the Effective Closing Date), including shall constitute the borrowing same loans, letters of additional Loans hereunder credit, and the repayment of “Loans” other indebtedness, obligations and liabilities as were outstanding under the Existing Credit Agreement and (d) the Liens securing the “Obligations” (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that ) and the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreementrights, duties, liabilities and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as obligations of the Effective Date (i) Credit Parties under the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and “Credit Documents” (ii) the Obligations of the Borrower hereunder are as defined in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreement) to which they are a party shall not be extinguished but shall be carried forward and shall secure the Obligations and liabilities as amended, renewed, extended and restated hereby. The Lenders party to the Existing Credit Agreement agree among themselves to reallocate their respective Commitments (as defined in the Existing Credit Agreement) as contemplated by this Agreement. On the Closing Date and 195 after giving effect to such reallocation and adjustment of the Commitments, the Revolving Commitments of each Lender shall be as set forth on Schedule 1.1(a) hereto and each Lender shall own its Revolving Commitment Percentage of the outstanding Revolving Loans. The reallocation and adjustment to the Commitments of each Lender as contemplated by this Section 13.26 shall be deemed to have been consummated pursuant to the terms of an Assignment and Assumption as if each of the Lenders had executed an Assignment and Assumption with respect to such reallocation and adjustment. The Borrower and the Administrative Agent hereby consent to such reallocation and adjustment of the Commitments.

Existing Credit Agreement. In connection with (a) On the amendment and restatement of Closing Date, the Existing Credit Agreement pursuant heretoshall 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 143 Lenders shall, as agree that (i) the incurrence by the Borrower of the Effective Date, make adjustments to the outstanding principal amount of the “LoansObligations” under and as defined in the Existing Credit Agreement (whether or not such Obligations are contingent as such term is defined thereinof the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (but not ii) the Borrower shall pay any interest accrued thereon breakage costs incurred on the Closing Date under Section 3.05 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 Closing Date, (iv) except as expressly stated herein or amended, amended and restated or otherwise modified, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations, and (v) the Existing Credit Agreement shall continue to evidence any accrued commitment fees under 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 Closing Date, to comply with the covenants contained in the Existing Credit Agreement), including . 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 borrowing Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of additional Loans hereunder the obligations and the repayment of “Loans” liabilities existing under the Existing Credit Agreement (as or evidence payment of all or any portion of such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (ii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreementliabilities.

Existing Credit Agreement. In connection with On the amendment and restatement of Effective Date, the Existing Credit Agreement pursuant heretoshall be amended and restated in its entirety as set forth herein. This Agreement and any Notes issued hereunder have been given in renewal, Borrowerextension, Administrative Agent rearrangement and Lenders shallincrease, as and not in extinguishment of the Effective Date, make adjustments to the outstanding principal amount of the “Loans” obligations under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Loans hereunder and the repayment of “Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments notes and other documents related thereto. This Agreement does not constitute a novation of the obligations and liabilities under the Existing Credit Agreement or evidence repayment of any such obligations and liabilities. All Liens, deeds of trust, mortgages, assignments and security interests securing the Existing Credit Agreement and the obligations relating thereto are hereby ratified, confirmed, renewed, extended, brought forward and rearranged as security for the Indebtedness. None of the Liens and security interests created pursuant to the “Security Instruments” as defined in the Existing Credit Agreement are released. The substantive rights and obligations of the parties hereto shall be governed by this Agreement and the other Loan Documents, rather than the Existing Credit Agreement and the Loan Documents (as defined in the Existing Credit Agreement and referred to herein as the “Existing Loan Documents”). Without limitation of any of the foregoing, (a) this Agreement shall not in any way release or impair the rights, duties, Indebtedness (as defined in the Existing Credit Agreement) or Liens (as defined in the Existing Credit Agreement) created pursuant to the Existing Credit Agreement or any other Existing Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Indebtedness and Liens are assumed, ratified and affirmed by each member of the Parent Group and each of the Guarantors; (b) all indemnification obligations of each member of the Parent Group and each of the Guarantors and any other co-borrower or guarantor under the Existing Credit Agreement and any other Existing Loan Documents shall terminate survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the any Person indemnified under the Existing Credit Agreement or any other Existing Loan Document at any time prior to the Effective Date; (c) the Indebtedness (as defined in the Existing Credit Agreement) incurred under the Existing Credit Agreement shall, to the extent outstanding on the Effective Date, continue outstanding under this Agreement and shall not be superseded deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Indebtedness or any of the other rights, duties and obligations of the parties hereunder, and the terms “Indebtedness”, “Obligations” or similar terms as they are used in the Loan Documents shall include the Indebtedness (as defined in the Existing Credit Agreement) as increased, amended and restated under this Agreement; (d) any and all references to the Existing Credit Agreement in any Security Instrument or other Loan Document shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time; and (iie) the Obligations of Liens granted pursuant to the Borrower hereunder are Security Instruments (as defined in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreement) to which any Credit Party is a party shall continue without any diminution thereof and shall remain in full force and effect on and after the Effective Date.

Existing Credit Agreement. In connection with The Borrower, the amendment Lenders and restatement the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.1, the terms and provisions of the Existing Credit Agreement pursuant heretoshall be and hereby are amended, Borrower, Administrative Agent superseded and Lenders restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the Indebtedness created thereunder. The commitment of each Lender that is a party to the Existing Credit Agreement shall, on the effective date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Letters of Credit under (and shall be governed by the Effective Dateterms of) this Agreement and the other Loan Documents, make adjustments (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the outstanding principal amount of “Administrative Agent”, the “LoansCredit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (c) all obligations constituting “Obligations” under the Existing Credit Agreement (as such term is defined therein) (but not with any interest accrued thereon prior to the Effective Date Lender or any accrued commitment fees Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under the Existing Credit this Agreement prior to the Effective Date), including the borrowing of additional Loans hereunder and the repayment of “Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion toother Loan Documents, and (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in any event not in excess of, the amount respect of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, each Lender’s credit and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders loan exposure under the Existing Credit Agreement as may be are necessary to effect the foregoing. In addition, as in order that each such Lender’s Outstanding Revolving Credit Exposure hereunder reflects such Lender’s Pro Rata Share of the Effective Aggregate Outstanding Revolving Credit Exposure on the Closing Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate Borrower hereby agrees to compensate each Lender for any and be superseded all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 3.4 hereof. The remainder of this Agreement, and (ii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreementpage is intentionally blank.

Existing Credit Agreement. In connection (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 be replaced hereby; provided that the Borrower, the Administrative Agent and the Lenders agree that (i) on the date of the initial funding of Loans hereunder, the loans and other Debt of the Borrower under the Existing Credit Agreement shall be renewed, rearranged, modified and extended with the amendment proceeds of the initial funding and restatement the “Commitments” of the lenders under the Existing Credit Agreement shall be superseded by this Agreement and terminated (except as otherwise expressly provided in Section 12.05(a) of the Existing Credit Agreement pursuant heretowith respect to the survival of certain covenants and agreements made by the Borrower in the Existing Credit Agreement), Borrower, Administrative Agent (ii) the Existing Credit Agreement shall continue to evidence the representations and Lenders shall, as of warranties made by the Borrower prior to the Effective Date, make adjustments (iii) 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 the outstanding principal amount of the “Loans” under all Indebtedness, (iv) the Existing Credit Agreement (as such term is defined therein) (but not shall continue to evidence and govern any interest accrued thereon prior action or omission performed, required to the Effective Date be performed or any accrued commitment fees under approved pursuant to the Existing Credit Agreement prior to the Effective Date (including, without limitation, any failure, prior to the Effective Date), to comply with the covenants contained in the Existing Credit Agreement and any permitted releases of collateral) and any act, omission or event to occur or measured by any date or period of time commencing on, or including any date or period prior to, the borrowing Effective Date and (v) the terms and provisions of additional Loans hereunder the Existing Credit Agreement shall continue in full force and effect to the repayment extent provided in clause (d) of this Section 12.14. The amendments and restatements set forth herein shall not cure any breach thereof or any “LoansDefault” 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 (as or evidence payment of all or any portion of such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (ii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreementliabilities.

Existing Credit Agreement. In connection with Except as otherwise provided under Section 1.10, the amendment Administrative Agent shall have received, for the ratable account of each “Lender”, “Issuing Bank” and restatement “Swingline Lender” under and as defined in the Existing Credit Agreement, as the case may be, (i) all accrued and unpaid commitment or unused fees, letter of credit fees, fronting fees and interest owing thereunder immediately prior to the effectiveness of this Agreement, (ii) the principal amount of all unreimbursed “LC Disbursements” outstanding under and as defined in the Existing Credit Agreement, (iii) the principal amount of all “Swingline Loans” and funded participations in “Swingline Loans” and “Letters of Credit” outstanding under and as defined in the Existing Credit Agreement pursuant heretoimmediately prior to the effectiveness of this Agreement and (iv) in the case of the Departing Lender, Borrowerthe repayment of all other amounts owing to the Departing Lender as provided under Section 1.10; provided that (A) any “Revolving Loans” outstanding under and as defined in the Existing Credit Agreement immediately prior to the effectiveness of this Agreement shall remain outstanding and be re-evidenced as Revolving Loans outstanding hereunder on the Effective Date to the extent provided under Section 1.10, and (B) any Existing Letters of Credit shall constitute Letters of Credit issued hereunder as of the Effective Date as contemplated by this Agreement. Without limiting the generality of the provisions of Section 9.02, for purposes of determining compliance with the conditions specified in this Section 4.01 on the Effective Date, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto. The Administrative Agent shall notify the Loan Parties, the Lenders and Lenders shall, as the Issuing Bank of the Effective Date, make adjustments to the outstanding principal amount of the “Loans” under the Existing Credit Agreement (as and such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Loans hereunder and the repayment of “Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as notice shall be necessary to provide for Loans by each Lender in proportion to, conclusive and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (ii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreementbinding.

Existing Credit Agreement. In connection with (a) On the amendment and restatement of Closing Date the Existing Credit Agreement pursuant heretoshall be amended and restated in its entirety by this Agreement, Borrowerand the Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrowers, the Administrative Agent and the Lenders shall, as agree that (i) the incurrence by the Borrowers of the Effective Date, make adjustments to the outstanding principal amount of the “LoansObligations” under and as defined in the Existing Credit Agreement (whether or not such Obligations are contingent as of the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Lenders party hereto waive the requirement that the Borrowers pay any breakage costs to such term is defined thereinLenders under Section 3.9 of the Existing Credit Agreement, (iii) (but not any interest accrued thereon the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date Closing Date, (iv) except as expressly stated herein or amended, amended and restated or otherwise modified, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations, and (v) the Existing Credit Agreement shall continue to evidence any accrued commitment fees under 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 Closing Date, to comply with the covenants contained in the Existing Credit Agreement), including . 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 borrowing Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of additional Loans hereunder the obligations and the repayment of “Loans” liabilities existing under the Existing Credit Agreement (as or evidence payment of all or any portion of such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (ii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreementliabilities.

Existing Credit Agreement. In connection (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 be replaced hereby; provided that the Borrower, the Administrative Agent and the Lenders agree that (i) on the date of the initial funding of Loans hereunder, the loans and other Debt of the Borrower under the Existing Credit Agreement shall be renewed, rearranged, modified and extended with the amendment proceeds of the initial funding and restatement the “Commitments” of the lenders under the Existing Credit Agreement shall be superseded by this Agreement and terminated (except as otherwise expressly provided in Section 12.05(a) of the Existing Credit Agreement pursuant heretowith respect to the survival of certain covenants and agreements made by the Borrower in the Existing Credit Agreement), Borrower, Administrative Agent (ii) the Existing Credit Agreement shall continue to evidence the representations and Lenders shall, as of warranties made by the Borrower prior to the Effective Date, make adjustments (iii) 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 the outstanding principal amount of the “Loans” under all Indebtedness, (iv) the Existing Credit Agreement (as such term is defined therein) (but not shall continue to evidence and govern any interest accrued thereon prior action or omission performed, required to the Effective Date be performed or any accrued commitment fees under approved pursuant to the Existing Credit Agreement prior to the Effective Date Houston 3921802v.12 (including, without limitation, any failure, prior to the Effective Date), to comply with the covenants contained in the Existing Credit Agreement and any permitted releases of collateral) and any act, omission or event to occur or measured by any date or period of time commencing on, or including any date or period prior to, the borrowing Effective Date and (v) the terms and provisions of additional Loans hereunder the Existing Credit Agreement shall continue in full force and effect to the repayment extent provided in clause (d) of this Section 12.14. The amendments and restatements set forth herein shall not cure any breach thereof or any “LoansDefault” 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 (as or evidence payment of all or any portion of such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (ii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreementliabilities.

Existing Credit Agreement. In connection with Upon the satisfaction of all conditions precedent to the effectiveness of this Agreement, this Agreement amends and restates the Existing Credit Agreement in its entirety. Notwithstanding such amendment and restatement or anything in any other Loan Document entered into prior to the date hereof (as such term is defined in the Existing Credit Agreement and referred to herein, collectively, as the “Existing Loan Documents”), the parties hereto agree that and confirm that (a) all of the indebtedness, liabilities and obligations owing by Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents shall continue as indebtedness, liabilities and obligations owing hereunder and thereunder and (b) this Agreement is given as an amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of Borrower or any other Person under the Existing Credit Agreement or any other Existing Loan Document, and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and Lenders shall, as or of any of the Effective other Existing Loan Documents or any indebtedness, liabilities or obligations owing thereunder. On the Closing Date, make adjustments to (i) the outstanding principal amount commitment of the any “LoansLender” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Loans hereunder and the repayment of “Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each continuing as a Lender hereunder shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreementterminate, and (ii) Administrative Agent shall reallocate the Obligations of Commitments hereunder to reflect the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreementterms hereof.

Existing Credit Agreement. In connection with the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and Lenders shall, shall as of the Effective Date, Date make adjustments to the outstanding principal amount of the “Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreementhereof; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as (i) each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement without further consideration or any fees under the Existing Credit Agreement; (ii) Borrower acknowledges and affirms the security interests and Liens granted by it under each of the Effective Date Security Instruments; (iiii) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (iiiv) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreement.

Existing Credit Agreement. In connection with The Borrower and the amendment and restatement of Lenders acknowledge (a) that the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and Lenders shall, will remain outstanding until such time as of the Effective Date, make adjustments to the outstanding principal amount of the “LoansLloyd’s Letters of Credit” under the Existing Credit Agreement (as such term is defined thereinin the Existing Credit Agreement) have been released or cancelled by Lloyd’s, as beneficiary, (but b) that if the “Lloyd’s Letters of Credit” have not any interest accrued thereon prior been released or cancelled by close of business March 31, 2011, that the Borrower shall be required to post collateral pursuant to the Effective Date terms of the Existing Credit Agreement and (c) that the stock of Navigators will remain pledged to secure the obligations under the Existing Credit Agreement. Each Lender, by execution hereof (i) agrees that the continued existence of the Existing Credit Agreement and collateralization of any obligations thereunder (including the Existing Credit Agreement Lien) as provided therein shall not constitute an Event of Default hereunder unless the Existing Credit Agreement has not terminated and all amounts due thereunder have not been paid on the date which is two Business Days after all “Lloyd’s Letters of Credit” issued thereunder are released or cancelled by Lloyd’s, as beneficiary and (ii) waives any accrued commitment fees “Event of Default” arising under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Loans hereunder and the repayment of “Loans” under Pledge Agreement (as defined in the Existing Credit Agreement Agreement) as a result of the execution and performance of this Agreement, the incurrence of “Indebtedness” (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that ) hereunder and the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as pledge of the Effective Date (i) stock of Navigators or any other Collateral to secure the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (ii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit AgreementObligations.

Existing Credit Agreement. In connection with The Borrower, the amendment Lenders and restatement the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.1, the terms and provisions of the Existing Credit Agreement pursuant heretoshall be and hereby are amended, Borrowersuperseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the Indebtedness created thereunder. The commitment of each Lender that is a party to the Existing Credit Agreement shall, on the effective date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and Lenders shall, loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Outstanding Revolving Credit Exposure hereunder reflects such Lender’s Pro Rata Share of the Effective DateAggregate Outstanding Revolving Credit Exposure on the Closing Date and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, make adjustments to costs and expenses incurred by such Lender in connection with the outstanding principal amount sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 3.4 hereof and (e) upon the effectiveness hereof, each Departing Lender’s “Revolving Loan Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “LoansObligations” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior other than obligations to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Loans hereunder and the repayment of “Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, pay fees and expenses with respect to which the Borrower has not received an invoice, “Rate Management Obligations”, contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as shall be necessary to provide for Loans by each Lender defined in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, ) and each Departing Lender shall not be deemed to have made an assignment a Lender hereunder. The remainder of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (ii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreementpage is intentionally blank.

Existing Credit Agreement. In connection Evidence that the Company shall have (or concurrently with the amendment initial Credit Extensions hereunder will have) (i) paid all accrued and restatement unpaid interest on the outstanding Revolving Loans through the Effective Date, (ii) prepaid any Revolving Loans to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Effective Date (it being understood that any Existing Lenders that are signatory hereto hereby waive any additional amounts required pursuant to the terms of Section 4.04 of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and Lenders shall, as in respect of the Effective Date, make adjustments to the outstanding principal amount of Revolving Loans so prepaid), (iii) paid all accrued commitment and letter of credit fees owing to the “Loans” Existing Lenders under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Loans hereunder and the repayment of “Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of through the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders (iv) prepaid term loan(s) under the Existing Credit Agreement to the extent necessary to result in (A) such lenders outstanding term loan(s) not exceeding the aggregate Term A Commitments as of the Effective Date, and (B) the Term A Loans being held ratably with the Term A Commitments as of the Effective Date (it being understood that any Existing Lenders that are not Lenders signatory hereto hereby waive any additional amounts required pursuant to the terms of Section 4.04 of the Existing Credit Agreement in respect of the principal amount of term loan(s) so prepaid), (v) paid all accrued and unpaid interest owing with respect to the outstanding term loan(s) under this the Existing Credit Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and (vi) terminated all commitments under the Existing Credit Agreement, and assumed outstanding Loans (vii) terminated all guarantees, security interests and commitments liens provided or granted to the Agent or any other secured party under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (ii) the Obligations of the Borrower hereunder are other loan documents entered into in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreementconnection therewith.

Existing Credit Agreement. In connection 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 be replaced hereby; provided that the Borrower, the Administrative Agent and the Lenders agree that (i) on the date of the initial funding of Loans hereunder, the loans and other Debt of the Borrower under the Existing Credit Agreement shall be renewed, rearranged, modified and extended with the amendment proceeds of the initial funding and restatement the “Commitments” of the lenders under the Existing Credit Agreement shall be superseded by this Agreement and terminated (except as otherwise expressly provided in Section 12.05(a) of the Existing Credit Agreement pursuant heretowith respect to the survival of certain covenants and agreements made by the Borrower in the Existing Credit Agreement), Borrower, Administrative Agent (ii) the Existing Credit Agreement shall continue to evidence the representations and Lenders shall, as of warranties made by the Borrower prior to the Effective Date, make adjustments (iii) 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 the outstanding principal amount of the “Loans” under all Indebtedness, (iv) the Existing Credit Agreement (as such term is defined therein) (but not shall continue to evidence and govern any interest accrued thereon prior action or omission performed, required to the Effective Date be performed or any accrued commitment fees under approved pursuant to the Existing Credit Agreement prior to the Effective Date (including, without limitation, any failure, prior to the Effective Date), to comply with the covenants contained in the Existing Credit Agreement and any permitted releases of collateral) and any act, omission or event to occur or measured by any date or period of time commencing on, or including any date or period prior to, the borrowing Effective Date and (v) the terms and provisions of additional Loans hereunder the Existing Credit Agreement shall continue in full force and effect to the repayment extent provided in clause (d) of this Section 12.14. The amendments and restatements set forth herein shall not cure any breach thereof or any “LoansDefault” 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 (as or evidence payment of all or any portion of such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (ii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreementliabilities.

Existing Credit Agreement. In connection with On the amendment and restatement date of this Agreement, the Existing Credit Agreement pursuant heretoshall be amended and restated in its entirety by this Agreement, Borrowerand the Existing Credit Agreement shall be replaced hereby; provided that the Borrowers, the Administrative Agent and the Lenders shall, as agree that on the date of the Effective Dateinitial funding of Loans hereunder, make adjustments to the outstanding principal amount loans and other Indebtedness of the “Loans” Borrowers under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to Agreement, if applicable, shall be renewed, rearranged, modified and extended with the Effective Date or any accrued commitment fees under proceeds of the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Loans hereunder initial funding and the repayment of “LoansCommitments” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement shall be superseded by this Agreement and terminated. This Agreement is not in any way intended to constitute a novation of the extent obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such lenders are not Lenders obligations and liabilities. The terms and conditions of this Agreement and the Administrative Agent’s, the Lenders’, the Swing Line Lender’s and the Issuing Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement. The undersigned hereby waive (i) any right to receive any notice of such termination, and each Lender shall be deemed (ii) any right to have made an assignment receive any notice of its outstanding Loans and commitments prepayment of amounts owed under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders (iii) any right to receive compensation under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as in respect of the Effective Date (i) Eurodollar Loans outstanding under the Existing Credit Agreement and resulting from such rearrangement. Each Lender that was a party to the Commitments thereunder shall terminate and be superseded Existing Credit Agreement hereby agrees to return to the Borrowers, with reasonable promptness, any promissory note delivered by this Agreement, and (ii) the Obligations of the Borrower hereunder are Borrowers to such Lender in renewal and extension of the obligations and indebtedness of the Borrower under connection with the Existing Credit Agreement.

Existing Credit Agreement. In connection On the Restatement Effective Date and concurrently with the amendment initial incurrence of Loans hereunder, (i) all Existing Revolving Loans shall have been repaid in full in cash, together with accrued but unpaid interest thereon, it being understood and restatement of agreed, however, that any Existing Lender may net fund any Revolving Loans required to be made by it on the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and Lenders shall, as of Restatement Effective Date by permitting the Effective Date, make adjustments to the outstanding principal amount of the “Loans” Existing Revolving Loans made by such Existing Lender to remain outstanding on the Restatement Effective Date to satisfy such Existing Lender's obligation to fund a like principal amount of Revolving Loans to be incurred hereunder by the Borrowers on the Restatement Effective Date, and for purposes of this Section 4.01(e) only such outstanding principal amount shall be deemed outstanding as Revolving Loans under this Agreement and such corresponding Existing Revolving Loans shall be deemed to have been so repaid in full, and (ii) there shall have been paid in cash in full all accrued but unpaid Fees under, and as defined in, the Existing Credit Agreement (as such term is defined thereinincluding, without limitation any Facility Fees) (accrued but not any interest accrued thereon unpaid prior to but excluding the Restatement Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date)and all other amounts, including the borrowing of additional Loans hereunder and the repayment of “Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees costs and expenses as shall be necessary (including, without limitation, breakage costs, if any, with respect to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender thereunder) then owing to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that Lenders and/or the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this AgreementAdministrative Agent, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments as agent under the Existing Credit Agreement, in each case to the satisfaction of the Administrative Agent or the Existing Lenders, as the case may be, regardless of whether or not such amounts would otherwise be due and assumed payable at such time pursuant to the terms of the Existing Credit Agreement and (iii) all outstanding Loans and commitments under Notes (as defined in the Existing Credit Agreement, and assumed outstanding Loans and commitments of other ) issued by Parent or Corp. to the Existing Lenders under the Existing Credit Agreement as may shall be necessary deemed canceled. The occurrence of the Restatement Effective Date shall constitute a representation and warranty by each Borrower to effect the foregoing. In addition, Agents and each of the Lenders that all the conditions specified in Section 4.01 exist as of that time. All the Notes, certificates, legal opinions and other documents and papers referred to in this Section 4.01, unless otherwise specified, shall be delivered to the Administrative Agent at the Administrative Agent's Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient counterparts for each of the Lenders and shall be satisfactory in form and substance to the Lenders. The Administrative Agent shall give Parent, Corp. and each Lender written notice that the Restatement Effective Date (i) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (ii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreementhas occurred.

Existing Credit Agreement. In connection with the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and Lenders shall, shall as of the Effective Date, Date make adjustments to the outstanding principal amount of the “Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Loans hereunder and the repayment of “Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as of the Effective Date (i) each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement without further consideration or any fees under the Existing Credit Agreement; (ii) the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and (iiiii) the Obligations of the Borrower hereunder are in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreement.

Existing Credit Agreement. In connection with On the amendment Closing Date, this Agreement shall supersede and restatement of replace in its entirety the Existing Credit Agreement pursuant heretoAgreement; provided, Borrowerhowever, Administrative Agent that (a) all loans, letters of credit, and Lenders shallother indebtedness, as of the Effective Date, make adjustments to the obligations and liabilities outstanding principal amount of the “Loans” under the Existing Credit Agreement on such date shall continue to constitute Loans, Letters of Credit and other indebtedness, obligations and liabilities under this Agreement, (as such term is defined thereinb) the execution and delivery of this Agreement or any of the Credit Documents hereunder shall not constitute a novation, refinancing or any other fundamental change in the relationship among the parties, (but not any interest accrued thereon prior c) the Loans, Letters of Credit, and other indebtedness, obligations and liabilities outstanding hereunder, to the Effective Date or any accrued commitment fees extent outstanding under the Existing Credit Agreement immediately prior to the Effective Closing Date), including shall constitute the borrowing same loans, letters of additional Loans hereunder credit, and the repayment of “Loans” other indebtedness, obligations and liabilities as were outstanding under the Existing Credit Agreement and (d) the Liens securing the “Obligations” (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitments as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that ) and the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreementrights, duties, liabilities and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments under the Existing Credit Agreement, and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. In addition, as obligations of the Effective Date (i) Credit Parties under the Existing Credit Agreement and the Commitments thereunder shall terminate and be superseded by this Agreement, and “Credit Documents” (ii) the Obligations of the Borrower hereunder are as defined in renewal and extension of the obligations and indebtedness of the Borrower under the Existing Credit Agreement) to which they are a party shall not be extinguished but shall be carried forward and shall secure the Obligations and liabilities as amended, renewed, extended and restated hereby. The Lenders party to the Existing Credit Agreement agree among themselves to reallocate their respective Commitments (as defined in the Existing Credit Agreement) as contemplated by this Agreement. On the Closing Date and after giving effect to such reallocation and adjustment of the Commitments, the Commitments of each Lender shall be as set forth on Schedule 1.1(a) hereto and each Lender shall own its Commitment Percentage of the outstanding Loans. The reallocation and adjustment to the Commitments of each Lender as contemplated by this Section 13.26 shall be deemed to have been consummated pursuant to the terms of an Assignment and Assumption as if each of the Lenders had executed an Assignment and Assumption with respect to such reallocation and adjustment. The Borrower and the Administrative Agent hereby consent to such reallocation and adjustment of the Commitments.