Common use of Restatement of Existing Agreement Clause in Contracts

Restatement of Existing Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in Section 7.1 have been satisfied or waived: (a) the Obligation (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the “Obligation” (as defined in the Existing Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked “canceled and replaced”; (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement” executed and delivered by the “Debtor” named therein pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); and (f) the entering into and performance of their respective obligations under the Loan Papers and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” under the Existing Agreement, the Security Documents, the Guaranty, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral shall continue under and be governed by this Agreement and the other Loan Papers, except as expressly provided otherwise herein.

Restatement of Existing Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in Section 7.1 have been satisfied or waived: (a) the Obligation (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the “Obligation” (as defined in the Existing Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked “canceled and replaced”; (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement” executed and delivered by the “Debtor” named therein pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); and (f) the entering into and performance of their respective obligations under the Loan Papers and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” under the Existing Agreement, the Security Documents, the Guaranty, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral shall continue under and be governed by this Agreement and the other Loan Papers, except as expressly provided otherwise herein. 116 VAIL HOLDINGS, INC., as Borrower By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Executive Vice President and Chief Financial Officer Sixth Amended and Restated Credit Agreement BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxx XxXxxxxx Xxxxx XxXxxxxx Senior Vice President Sixth Amended and Restated Credit Agreement BANK OF AMERICA, N.A., as an L/C Issuer, a Swing Line Lender, and a Lender By: /s/ Xxxxx XxXxxxxx Xxxxx XxXxxxxx Senior Vice President Sixth Amended and Restated Credit Agreement

Restatement of Existing Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in Section 7.1 SECTION 5.1 have been satisfied or waived: (a) the Obligation (as defined in this Agreementherein) represents, among other things, the restatement, renewal, amendment, extension, consolidation, and modification of the “"Obligation” " (as defined in the Existing Agreement); (b) this Agreement is intended to, and does hereby, restate, consolidate, renew, extend, amend, modify, supersede, and replace the Existing Agreement in its entirety; and (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, consolidate, substitute for, and supersede in their entirety (but do not extinguish extinguish, the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, if any, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked “"canceled and replaced”; ," and, thereafter, delivered by Administrative Agent to Borrower. EXECUTED on the respective dates shown on the signature pages hereto, but effective as of the Closing Date. [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.] AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT EXHIBIT A-1 FORM OF AMENDED AND RESTATED REVOLVING NOTE $ August 5, 1999 ------------- FOR VALUE RECEIVED, the undersigned, MCI WORLDCOM, INC., a Georgia corporation (d"BORROWER"), hereby promises to pay to the order of ("LENDER"), at the offices of BANK OF AMERICA, N.A., as Administrative Agent under the Credit Agreement (as hereinafter described), on the Termination Date, the lesser of (i) each Confirmation ($ ) and (ii) the aggregate Principal Debt (other than under the Competitive Bid Subfacility or the Swing Line Subfacility) disbursed by Lender to Borrower and outstanding and unpaid on the Termination Date (together with accrued and unpaid interest thereon). This note has been executed and delivered under, and is subject to the terms of, the Amended and Restated 364-Day Revolving Credit and Term Loan Agreement, dated as of Pledge August 5, 1999 (as amended, modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"), among Borrower, Lender, other lenders named therein, Administrative Agent, and the other Agents, and is one of the "Notes" referred to therein. Unless defined herein, capitalized terms used herein that are defined in the Credit Agreement executed pursuant have the meaning given to such terms in the Credit Agreement. Reference is made to the Credit Agreement for provisions affecting this note regarding applicable interest rates, principal and interest payment dates, final maturity, voluntary and mandatory prepayments, acceleration of maturity, exercise of Rights, payment of attorneys' fees, court costs and other costs of collection, certain waivers by Borrower and others now or hereafter obligated for payment of any sums due hereunder and security for the payment hereof. Without limiting the immediately preceding sentence, reference is made to SECTION 3.8 of the Credit Agreement ratifies for usury savings provisions. This Amended and confirms Restated Revolving Note is an amendment, restatement, renewal, and modification (but does not extinguish or impair a novation) of, the collateral security created or evidenced by) Revolving Note (as the “Pledge Agreement” same may have been amended and replaced to the date hereof, the "Former Revolving Note"), which Former Revolving Note was executed and delivered by the “Debtor” named therein Borrower, and payable to the order of Lender pursuant to the Original Agreement Existing Agreement. This Amended and all subsequent amendments Restated Revolving Note is being issued in substitution of, and restatements thereof (including, without limitationsupercedes and replaces, the Existing AgreementFormer Revolving Note. THE LAWS (OTHER THAN CONFLICT-OF-LAWS PROVISIONS THEREOF) OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA SHALL GOVERN THE RIGHTS AND DUTIES OF BORROWER AND LENDER AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION HEREOF. MCI WORLDCOM, INC. By ------------------------------------- (Name) --------------------------------- (Title) -------------------------------- AMENDED AND RESTATED 364-DAY FACILITY - EXHIBIT A-1 EXHIBIT A-2 FORM OF AMENDED AND RESTATED COMPETITIVE BID NOTE August 5, 1999 FOR VALUE RECEIVED, the undersigned, MCI WORLDCOM, INC., a Georgia corporation ("BORROWER"); (e) the Confirmation of Guaranty executed pursuant , hereby promises to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” executed and delivered pursuant pay to the Original Agreement and all subsequent amendments and restatements thereof order of ___________ (including"LENDER"), without limitationat the offices of BANK OF AMERICA, the Existing Agreement); and (f) the entering into and performance of their respective obligations N.A., as Administrative Agent under the Loan Papers and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” under the Existing Agreement, the Security Documents, the Guaranty, or the other Loan Papers Credit Agreement (or the collateral security therefore), all of which Debt and Collateral shall continue under and be governed by this Agreement and the other Loan Papers, except as expressly provided otherwise herein.hereinafter described):

Restatement of Existing Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in Section 7.1 have been satisfied or waived: (a) the Obligation (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the “Obligation” (as defined in the Existing Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked “canceled and replaced”; and (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement” executed and delivered by the “Debtor” named therein pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); and (f) the entering into and performance of their respective 124 obligations under the Loan Papers and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” under the Existing Agreement, the Security Documents, the Guaranty, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral shall continue under and be governed by this Agreement and the other Loan Papers, except as expressly provided otherwise herein.

Restatement of Existing Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in Section 7.1 6.1 have been satisfied or waived: (a) the Obligation (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the “"Obligation” " (as defined in the Existing Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked “"canceled and replaced”"; (d) each Confirmation of Pledge Agreement the Security Documents executed pursuant to this Agreement ratifies amend, renew, extend, modify, replace, restate, substitute for, and confirms supersede in their entirety (but does do not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement” "Security Documents" executed and delivered by the “Debtor” named therein pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of each Guaranty executed pursuant to this Agreement ratifies amends, renews, extends, modifies, replaces, restates, substitutes for, and confirms supersedes in its entirety (but does not extinguish or impair the “"Guaranteed Debt” " guaranteed by) the “Guaranty” Guaranty executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); and (f) the entering into and performance of their respective obligations under the Loan Papers and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “"Debt” " under the Existing Agreement, the Security Documents, the GuarantyGuarantees, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral shall continue under and be governed by this Agreement and the other Loan Papers, except as expressly provided otherwise herein. [Signatures begin on the next page and continue on the following pages.] THE VAIL CORPORATION (D/B/A "VAIL ASSOCIATES, INC."), as Borrower By: Name: Title: BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer, a Revolver Lender, and a Term Loan Lender By: Name: Title: FLEET NATIONAL BANK, as Syndication Agent, L/C Issuer, and a Revolver Lender By: Name: Title: US BANK NATIONAL ASSOCIATION, as Co-Documentation Agent, a Revolver Lender and a Term Loan Lender By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and a Revolver Lender By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Co-Documentation Agent and a Revolver Lender By: Name: Title: By: Name: Title: CREDIT LYONNAIS NEW YORK BRANCH, as a Revolver Lender and a Term Loan Lender By: Name: Title: LASALLE BANK NATIONAL ASSOCIATION, as a Revolver Lender By: Name: Title: XXXXXX TRUST AND SAVINGS BANK, as a Revolver Lender By: Name: Title: COMPASS BANK, as a Revolver Lender By: Name: Title: WASHINGTON MUTUAL BANK, as a Revolver Lender By: Name: Title: KZH SOLEIL-2 LLC, as a Term Loan Lender By: Name: Title:

Restatement of Existing Agreement. The parties hereto agree that, on the Closing Effective Date, after all conditions precedent set forth in Section 7.1 5.1 have been satisfied or waived: (a) the Obligation Obligations (as defined in this Agreement) representsrepresent, among other things, the restatement, renewal, amendment, extension, and modification of the “ObligationObligations” (as defined in the Existing Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish extinguish, the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Effective Date, marked “canceled and replaced”; (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement,” executed and and, thereafter, delivered by the “Debtor” named therein pursuant Administrative Agent or each such Lender to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement)Borrower; and (fd) the entering into and performance of their respective obligations under the Loan Papers Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” indebtedness under the Existing Agreement, the Security Documents, the Guaranty, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral indebtedness shall continue under and be governed by this Agreement and the other Loan PapersDocuments, except as expressly provided otherwise herein.. On the Effective Date, (i) all outstanding Debt under the Existing Agreement owed to any “Lender” that is not continuing as a Lender under this Agreement (each a “Non-Continuing Lender”) shall be repaid in full by Borrower and such Non-Continuing Lender’s commitment under the Existing Agreement shall be terminated; (ii) with respect to Existing Lenders which are continuing as Lenders under this Agreement (the “Continuing Lenders”), Administrative Agent shall make appropriate allocations and adjustments in the initial funding instructions to the Lenders to reflect the modifications effected by the Loan Documents to each Continuing Lender’s Commitment and Commitment Percentage; and (iii) with respect to “Eurodollar Loans” under the Existing Agreement, (x) all Interest Periods applicable thereto shall be deemed to end on the Effective Date and (y) each Continuing Lender hereby waives, effective as of the Effective Date, any loss, cost, or expense incurred as a result of the amendment and restatement of such Existing Agreement. REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW. 74 Third Amended and Restated Credit Agreement Signature Page to that certain Third Amended and Restated Credit Agreement dated as of the date first stated above, among Allied Capital Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. ALLIED CAPITAL CORPORATION, as Borrower By: /s/ Kxxxx X. Xxxxxxxx Name: Kxxxx X. Xxxxxxxx Title: EVP & Treasurer Signature Page to Third Amended and Restated Credit Agreement Signature Page to that certain Third Amended and Restated Credit Agreement dated as of the date first stated above, among Allied Capital Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. BANK OF AMERICA, N.A., as Administrative Agent and as a Lender By: /s/ Sxxxxx X. Xxxxxx Sxxxxx X. Xxxxxx, Principal Signature Page to Third Amended and Restated Credit Agreement Signature Page to that certain Third Amended and Restated Credit Agreement dated as of the date first stated above, among Allied Capital Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Gxxxx X. Xxxxxxxxx Name: Gxxxx X. Xxxxxxxxx Title: Senior Vice President Signature Page to Third Amended and Restated Credit Agreement Signature Page to that certain Third Amended and Restated Credit Agreement dated as of the date first stated above, among Allied Capital Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. CHEVY CHASE BANK, F.S.B., as a Lender By: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: Vice President Signature Page to Third Amended and Restated Credit Agreement Signature Page to that certain Third Amended and Restated Credit Agreement dated as of the date first stated above, among Allied Capital Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. CREDIT LYONNAIS NEW YORK BRANCH, as a Lender By: /s/ Kxx Xxxxxxxxx Name: Kxx Xxxxxxxxx Title: VP Signature Page to Third Amended and Restated Credit Agreement Signature Page to that certain Third Amended and Restated Credit Agreement dated as of the date first stated above, among Allied Capital Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender By: /s/ Cxxxx Xxxxx Name: Cxxxx Xxxxx Title: Managing Director By: /s/ Kxxxx XxXxxx Name: Kxxxx XxXxxx Title: Managing Director Signature Page to Third Amended and Restated Credit Agreement Signature Page to that certain Third Amended and Restated Credit Agreement dated as of the date first stated above, among Allied Capital Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. FIRSTTRUST BANK, as a Lender By: /s/ Jxxx Xxxxxxxxxxxxx Name: Jxxx Xxxxxxxxxxxxx Title: Vice President Signature Page to Third Amended and Restated Credit Agreement Signature Page to that certain Third Amended and Restated Credit Agreement dated as of the date first stated above, among Allied Capital Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. FLEET NATIONAL BANK, as a Lender By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Vice President Signature Page to Third Amended and Restated Credit Agreement Signature Page to that certain Third Amended and Restated Credit Agreement dated as of the date first stated above, among Allied Capital Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. LASALLE BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Cxxxxxxx Xxxxx Name: Cxxxxxxx Xxxxx Title: Vice President LaSALLE BANK NATIONAL ASSOCIATION Signature Page to that certain Third Amended and Restated Credit Agreement dated as of the date first stated above, among Allied Capital Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. MERCANTILE-SAFE DEPOSIT & TRUST COMPANY, as a Lender By: /s/ Dxxxx X. Xxxxxxx Name: Dxxxx X. Xxxxxxx Title: Vice President Signature Page to Third Amended and Restated Credit Agreement Signature Page to that certain Third Amended and Restated Credit Agreement dated as of the date first stated above, among Allied Capital Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. MXXXXXX LXXXX BANK USA, as a Lender By: /s/ Lxxxx Xxxxx Name: Lxxxx Xxxxx Title: Vice President Signature Page to Third Amended and Restated Credit Agreement Signature Page to that certain Third Amended and Restated Credit Agreement dated as of the date first stated above, among Allied Capital Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. RXXXX BANK N.A., as a Lender By: /s/ Rxxxxx X. Xxxxxxxxx Name: Rxxxxx X. Xxxxxxxxx Title: Vice President Signature Page to Third Amended and Restated Credit Agreement Signature Page to that certain Third Amended and Restated Credit Agreement dated as of the date first stated above, among Allied Capital Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. SOVEREIGN BANK, as a Lender By: /s/ Jxxx Xxxx Name: Jxxx Xxxx Title: Vice President Signature Page to Third Amended and Restated Credit Agreement Signature Page to that certain Third Amended and Restated Credit Agreement dated as of the date first stated above, among Allied Capital Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Jxxxxx X. Xxxxxx Name: Jxxxxx X. Xxxxxx Title: Vice President Signature Page to Third Amended and Restated Credit Agreement Signature Page to that certain Third Amended and Restated Credit Agreement dated as of the date first stated above, among Allied Capital Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other Agents and Lenders named therein. WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Kxxxxxxx Xxxxxxxx Name: Kxxxxxxx Xxxxxxxx Title: Director Signature Page to Third Amended and Restated Credit Agreement

Restatement of Existing Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in Section 7.1 have been satisfied or waived: (a) the Obligation (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the “Obligation” (as defined in the Existing Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing 104 Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked “canceled and replaced”; (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement” executed and delivered by the “Debtor” named therein pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); and (f) the entering into and performance of their respective obligations under the Loan Papers and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” under the Existing Agreement, the Security Documents, the Guaranty, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral shall continue under and be governed by this Agreement and the other Loan Papers, except as expressly provided otherwise herein.

Restatement of Existing Agreement. The parties hereto agree that, on the Closing Effective Date, after all conditions precedent set forth in Section 7.1 SECTION 5.1 have been satisfied or waived: (a) the Obligation Obligations (as defined in this Agreement) representsrepresent, among other things, the restatement, renewal, amendment, extension, and modification of the “Obligation” "Obligations" (as defined in the Existing Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish extinguish, the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Effective Date, marked “"canceled and replaced”; (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement” executed and ," and, thereafter, delivered by the “Debtor” named therein pursuant Administrative Agent or each such Lender to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement)Borrower; and (fd) the entering into and performance of their respective obligations under the Loan Papers Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” indebtedness under the Existing Agreement, the Security Documents, the Guaranty, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral indebtedness shall continue under and be governed by this Agreement and the other Loan PapersDocuments, except as expressly provided otherwise herein.. On the Effective Date, (i) all outstanding Indebtedness under the Existing Agreement owed to any "Lender" that is not continuing as a Lender under this Agreement (each a "NON-CONTINUING LENDER") shall be repaid in full by Borrower and such Non-Continuing Lender's commitment under the Existing Agreement shall be terminated and (ii) with respect to Existing Lenders which are continuing as Lenders under this Agreement (the "CONTINUING LENDERS"), Administrative Agent shall make appropriate allocations and adjustments in the initial funding instructions to the Lenders to reflect the modifications effected by the Loan Documents to each Continuing Lender's Commitment and Commitment Percentage. ALLIED AMENDED AND RESTATED CREDIT AGREEMENT 71 77 REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW. ALLIED AMENDED AND RESTATED CREDIT AGREEMENT 72 78 SCHEDULE 2 LENDERS AND COMMITMENTS ------------------------------------------------------------------------------------------------------------ REVOLVING FACILITY COMMITMENT UPFRONT NAME AND ADDRESS OF LENDERS COMMITTED PERCENTAGE FEE SUMS ------------------------------------------------------------------------------------------------------------ Bank of America, N.A. $52,500,000.00 12.574850% $52,500.00 Financial Services 901 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxx 00000-0000 Xxxn: Shelxx X. Xxxxxx Xxx: 214-000-0000 Xxx: 214-000-0000 Xxxil: shelxx.x.xxxxxx@xxxkxxxxxxxxx.xxx ------------------------------------------------------------------------------------------------------------ Fleet National Bank $50,000,000.00 11.976048% $50,000.00 100 Xxxxxxx Xxxxxx Xxxl Stop 01-10-08 Bostxx, XX 00000 Xxxn: Robexx Xxxxxx Xxx: 617-000-0000 Xxx: 617-000-0000 Xxxil: robexx_x_xxxxxx@xxxxx.xxx ------------------------------------------------------------------------------------------------------------ First Union National Bank $50,000,000.00 11.976048% $50,000.00 One First Uniox Xxxxxx, XX0000 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Xxxn: Dan Xxxxxx Xxx: 704-000-0000 Xxx: 704-000-0000 Xxxil: dan.xxxxxx@xxxx.xxx ------------------------------------------------------------------------------------------------------------ Riggx Xxxk N.A. $50,000,000.00 11.976048% $50,000.00 808 00xx Xxxxxx XX 00xx Xxxxx Xxxxxxxxxx, XX 00000 Xxxn: Davix Xxxxx Xxx: 202-000-0000 Xxx: 202-000-0000 Xxxil: davix_xxxxx@xxxxxxxxx.xxx ------------------------------------------------------------------------------------------------------------ AMENDED AND RESTATED CREDIT AGREEMENT - SCHEDULE 2 79 ------------------------------------------------------------------------------------------------------------ REVOLVING FACILITY COMMITMENT UPFRONT NAME AND ADDRESS OF LENDERS COMMITTED PERCENTAGE FEE SUMS ------------------------------------------------------------------------------------------------------------ Chevy Chase Bank, F.S.B. $30,000,000.00 7.185629% $30,000.00 8401 Xxxxxxxxxxx Xxxxxx 0xx Xxxxx Xxxxx Xxxxx, XX 00000 Xxxn: Rich Xxxxxx Xxx: 301-000-0000 Xxx: 301-000-0000 Xxxil: ramaxxx@xxxxxxxxxxxxxx.xxx ------------------------------------------------------------------------------------------------------------ Credit Lyonnais New York Branch $40,000,000.00 9.580838% $50,000.00 1301 Xxxxxx xx xxx Xxxxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Xxxn: W. Jay Xxxxxxx Xxx: 212-000-0000 Xxx: 212-000-0000 Xxxil: buckxxx@xxxxxxxxxx.xxx ------------------------------------------------------------------------------------------------------------ Branch Banking & Trust Co. $40,000,000.00 9.580838% $50,000.00 110 X. Xxxxxxxxx Xxxx Xxxxx 000 Xxxxxxx-Xxxxx, XX 00000 Xxxn: Cory Xxxxx Xxx: 336-000-0000 Xxx: 336-000-0000 Xxxil: cboyxx@xxxxxx.xxx ------------------------------------------------------------------------------------------------------------ Deutsche Bank AG, New York Branch $30,000,000.00 7.185629% $40,000.00 31 W. 00xx Xxxxxx Xxx Xxxx, XX 00000 Xxxn: Elizxxxxx Xxxxxxxxxx Xxx: 212-000-0000 Xxx: 212-000-0000 Xxxil: elizxxxxx.xxxxxxxxxx@xx.xxx ------------------------------------------------------------------------------------------------------------ LaSalle Bank National Association $20,000,000.00 4.790419% $20,000.00 135 Xxxxx XxXxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000 Xxxn: Davix X. Xxxxxx Xxx: 312-000-0000 Xxx: 312-000-0000 Xxxil: davix.xxxxxx@xxxxxxx.xxx ------------------------------------------------------------------------------------------------------------ AMENDED AND RESTATED CREDIT AGREEMENT - SCHEDULE 2 2 80 ------------------------------------------------------------------------------------------------------------ REVOLVING FACILITY COMMITMENT UPFRONT NAME AND ADDRESS OF LENDERS COMMITTED PERCENTAGE FEE SUMS ------------------------------------------------------------------------------------------------------------ Mercantile-Safe Deposit & Trust Company $25,000,000.00 5.988024% $27,500.00 2 Hoxxxxx Xxxxx X.O. Box 1477 Baltimore, MD 21203 Attn: Jamex X. Xxxxx Xxx: 410-000-0000 Xxx: 410-000-0000 Xxxil: jamex.xxxxx@xxxxxxxxxx.xxx ------------------------------------------------------------------------------------------------------------ U.S. Bank National Association $20,000,000.00 4.790419% $20,000.00 One Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxx XXXX0000 000 Xxxx Xxxxxx Xxxxx Xxxxxxx, IL 60601 Attn: R. Michxxx Xxxxxx Xxx: 312-000-0000 Xxx: 312-000-0000 Xxxil: michxxx.xxxxxx@xxxxxx.xxx ------------------------------------------------------------------------------------------------------------ Firstrust Bank $10,000,000.00 2.395210% $10,625.00 15 E. Xxxxx Xxxx Xxxxxxxxxxxx, XX 00000 Xxxn: John X. Xxxxxxxxxxxxx Xxx: 610-000-0000 Xxx: 610-000-0000 Xxxil: jholxxxx@xxxxxxxxx.xxx ------------------------------------------------------------------------------------------------------------ Totals $417,500,000.00 100.000000% $450,625.00 ------------------------------------------------------------------------------------------------------------ AMENDED AND RESTATED CREDIT AGREEMENT - SCHEDULE 2 3 81 SCHEDULE 6.1(a) QUALIFICATION No representations or warranties are made under Section 6.1(a) as to the following Subsidiary: Allied Capital Beteiligungsberatung GmbH AMENDED AND RESTATED CREDIT AGREEMENT - SCHEDULE 6.1(a) 82 SCHEDULE 6.1(b) OWNERSHIP STRUCTURE

Restatement of Existing Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in Section 7.1 SECTION 5.1 have been satisfied or waived: (a) the Obligation (as defined in this Agreementherein) represents, among other things, the restatement, renewal, amendment, extension, consolidation, and modification of the “"Obligation” " (as defined in the Existing Agreement); (b) this Facility A Agreement is intended to, and does hereby, restate, consolidate, renew, extend, amend, modify, supersede, and replace the Existing Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Facility A Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish extinguish, the Debt arising under) the AMENDED AND RESTATED FACILITY A REVOLVING CREDIT AGREEMENT 66 72 promissory notes issued pursuant to the Existing Agreement, if any, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked “canceled "cancelled and replaced”; (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement” executed and ," and, thereafter, delivered by the “Debtor” named therein pursuant Administrative Agent to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement)Borrower; and (fd) the entering into and performance of their respective obligations under the Loan Papers this Facility A Agreement and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminatednovation. EXECUTED on the respective dates shown on the signature pages hereto, extinguished, or discharged but effective as of the “Debt” under the Existing Agreement, the Security Documents, the Guaranty, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral shall continue under and be governed by this Agreement and the other Loan Papers, except as expressly provided otherwise hereinClosing Date. [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.] AMENDED AND RESTATED FACILITY A REVOLVING CREDIT AGREEMENT 67 73 SCHEDULE 2.1

Restatement of Existing Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in Section 7.1 have been satisfied or waived: (a) the Obligation (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the “Obligation” (as defined in the Existing Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish the Debt arising under) the promissory notes issued pursuant to the Existing Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked “canceled and replaced”; (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement” executed and delivered by the “Debtor” named therein pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed Debt” guaranteed by) the “Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); and (f) the entering into and performance of their respective obligations under the Loan Papers and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” under the Existing Agreement, the Security Documents, the Guaranty, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral shall continue under and be governed by this Agreement and the other Loan Papers, except as expressly provided otherwise herein. Remainder of Page Intentionally Blank.

Restatement of Existing Agreement. The parties hereto agree that, on the Closing Effective Date, after all conditions precedent set forth in Section 7.1 6.1 have been satisfied or waived: (a) the Obligation Obligations (as defined in this Agreement) representsrepresent, among other things, the restatement, renewal, amendment, extension, and modification of the “ObligationObligations” (as defined in the Existing Credit Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish extinguish, the Debt arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes (including those of the Non-Continuing Lenders) shall be returned to the Administrative Agent promptly after the Closing Effective Date, marked “canceled and or replaced”,” and, thereafter, promptly delivered by the Administrative Agent or each such Lender to SOURCECORP; (d) each Confirmation of Pledge Agreement executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the “Pledge Agreement” executed and delivered by the “Debtor” named therein pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); (e) the Confirmation of Master Guaranty executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the “Guaranteed DebtObligations” guaranteed by) the “Master Guaranty” executed and delivered pursuant to the Original Agreement and all subsequent amendments and restatements thereof (including, without limitation, the Existing Agreement); and (fe) the entering into and performance of their respective obligations under the Loan Papers Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Debt” indebtedness under the Existing Credit Agreement, the Security Documents, the Guaranty, or the other Loan Papers (or the collateral security therefore), all of which Debt and Collateral indebtedness shall continue under and be governed by this Agreement and the other Loan PapersDocuments, except as expressly provided otherwise herein. On the Effective Date, (i) all outstanding Debt under the Existing Credit Agreement owed to any “Lender” that is not continuing as a Lender under this Agreement (each a “Non-Continuing Lender”) shall be repaid in full by SOURCECORP and such Non-Continuing Lender’s commitment under the Existing Credit Agreement shall be terminated; (ii) with respect to the “Lenders” under the Existing Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”), all outstanding Debt owed to the Continuing Lenders shall be renewed, extended and refinanced pursuant to this Agreement and the Continuing Lenders’ respective Commitments and Commitment Percentages shall be modified to reflect those set forth in this Agreement; and (iii) with respect to “Eurodollar Loans” under the Existing Credit Agreement, (x) all Interest Periods applicable thereto shall be deemed to end on the Effective Date and (y) each Continuing Lender hereby waives, effective as of the Effective Date, any loss, cost, or expense incurred as a result of the amendment and restatement of such Existing Credit Agreement.