Common use of Restatement of Existing Credit Agreement Clause in Contracts

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION 6.01 have been satisfied or waived: (i) the Indebtedness (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the "Indebtedness" (as defined in the Existing Credit Agreement); (ii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety; (iii) 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 Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "renewed and replaced"; (iv) the Security Instruments executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "Security Instruments" executed and delivered pursuant to the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vi) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the "Indebtedness" under the Existing Credit Agreement, the Security Instruments, the Guaranty Agreements, or the other Loan Documents (or the collateral security therefor), all of which Indebtedness and collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGE.]

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION 6.01 Section 4.01 have been satisfied or waived: (ia) the Indebtedness (as defined in this Agreement) representsObligations represent, among other things, the restatement, renewal, amendment, extension, and modification of the "Indebtedness" (“Obligations” as defined in the Existing Credit Agreement); (iib) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety; (iiic) 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 Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "renewed and replaced"; (ivd) the Collateral Documents, Security Instruments Agreements, and Vessel Mortgage executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "“Collateral Documents,” “Security Instruments" Agreements” and “Vessel Mortgage” executed and delivered pursuant to the Existing Credit Agreement; (ve) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness Obligations guaranteed by) the Guaranty Agreement “Guaranty” executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vif) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the "“Indebtedness" ” under the Existing Credit Agreement, and the “Collateral Documents,” the “Security Instruments, Agreements,” the Guaranty Agreements, “Vessel Mortgage,” the “Guaranties,” or the other “Loan Documents Documents” (or the collateral security therefor)) executed in connection with the Existing Credit Agreement, all of which Indebtedness and collateral Collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGE.]

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION 6.01 have been satisfied or waived: (ia) the Indebtedness Obligations (as defined in this Agreement) representsrepresent, among other things, the restatement, renewal, amendment, extension, extension and modification of the "Indebtedness" “Obligations” (as defined in the Existing Credit Agreement); (iib) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, supersede and replace the Existing Credit Agreement in its entirety; (iiic) the Notes, if any, Notes executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, for and supersede in their entirety (but do not extinguish extinguish, the Indebtedness indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative the Agent promptly after the Closing Date, marked "renewed “canceled and replaced",” and, thereafter, delivered by the Agent to the Borrowers; (iv) the Security Instruments executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "Security Instruments" executed and delivered pursuant to the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vid) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, extinguished or discharged the "Indebtedness" indebtedness under the Existing Credit Agreement, the Security Instruments, the Guaranty Agreements, or the other Loan Documents (or the collateral security therefor), all of which Indebtedness and collateral indebtedness shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein; (e) the liens and security interests created by or pursuant to the Existing Credit Agreement, except as specifically modified by the Loan Documents, are ratified and confirmed as security for the Obligations, without novation, discharge or interruption; and (f) on the Closing Date, the Lenders shall severally purchase from each other and from any Lenders (as defined in the Existing Credit Agreement) that are not Lenders hereunder (the “Non-Continuing Lenders”), the principal indebtedness owing to the Non-Continuing Lenders under the Existing Credit Agreement so that, after giving effect to such purchase and to any Loans made on the Closing Date, the principal indebtedness owing under this Agreement and participations in the Letters of Credit are held by the Lenders in accordance with their respective Pro Rata Share, and the Non-Continuing Lenders shall cease to be a party to the Existing Credit Agreement and shall not be parties to this Agreement. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGESuch purchases shall have been deemed to have been automatically made hereunder without the necessity of the execution and delivery of any assignment documentation, on an as-is, where-is basis by the Non-Continuing Lenders and any Non-Continuing Lender shall be deemed to be a third party beneficiary of this Section 13.22.]

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION Section 6.01 have been satisfied or waived: (i) the Indebtedness (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the "“Indebtedness" ” (as defined in the Existing Credit Agreement); (ii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety; (iii) 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 Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "“renewed and replaced"”; (iv) the Security Instruments executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "“Security Instruments" ” executed and delivered pursuant to the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vi) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the "“Indebtedness" ” under the Existing Credit Agreement, the Security Instruments, the Guaranty Agreements, or the other Loan Documents (or the collateral security therefor), 75 all of which Indebtedness and collateral Collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANKThe remainder of this page intentionally left blank. SIGNATURES BEGIN ON THE NEXT PAGESignatures begin on the next page.]] 76

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION 6.01 have been satisfied or waived: (i) the Indebtedness (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, This Agreement amends and modification of the "Indebtedness" (as defined in the Existing Credit Agreement); (ii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace restates the Existing Credit Agreement in its entirety; (iii) the Notes, if any, executed pursuant to provided that Xxxxxx joins in this Agreement amendas an additional Borrower. As such, renewthis Agreement represents in part a renewal of, extend, modify, replace, restate, substitute and is issued in substitution and exchange for, and supersede not in their entirety (but do not extinguish satisfaction or novation of, the Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "renewed and replaced"; (iv) the Security Instruments executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "Security Instruments" executed and delivered pursuant to the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vi) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the "Indebtedness" “Obligations” under the Existing Credit Agreement, if any. To the Security Instrumentsextent outstanding, any “Obligations” under the Existing Credit Agreement are continuing Obligations of the Borrowers upon and subject to the terms and conditions of this Agreement, and the restatement effected hereby shall not be construed to be a payment or satisfaction thereof. To the extent payment in full of and the satisfaction of all Obligations under this Agreement shall occur, such payment shall also be deemed to be payment in full and satisfaction of the “Obligations” under the Existing Credit Agreement. Notwithstanding the foregoing, the Guaranty Agreementsparties hereto acknowledge and agree that the revolving credit commitment of PNC Bank, National Association under the Existing Credit Agreement, which, by reason of its being the successor by merger to National City Bank, a national banking association, is $50,000,000 (the “Existing PNC Commitment”), shall, for the purposes of this Agreement, be reduced to $25,000,000 on and after the Restatement Date; and to the extent, if any, that any Revolving Credit Loans shall have been advanced and not repaid on or prior to the Restatement Date, notwithstanding the ratable sharing provisions of Section 4.1 hereof, the Borrowers shall repay one-half of such Revolving Credit Loans owing to PNC Bank, National Association (together with all other Obligations owing to PNC Bank, National Association solely in respect of the portion of the Existing PNC Commitment being terminated). All references to the “Credit Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Agreement (to the extent not amended or restated in connection with this Agreement or expressly superseded by any agreement, instrument or other document executed in connection with this Agreement), shall be deemed to refer, without further amendment, to this Agreement as this Agreement may be further amended, modified or extended. Each of the Borrowers hereby reaffirms each of the Loan Documents (executed and delivered by or on its behalf in connection with the collateral security therefor), all of which Indebtedness and collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGEExisting Credit Agreement.]

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION 6.01 have been satisfied or waived: (ia) the Indebtedness Obligations (as defined in this Agreement) representsrepresent, among other things, the restatement, renewal, amendment, extension, and modification of the "IndebtednessObligations" (as defined in the Existing Credit Agreement); (iib) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety; (iiic) 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 Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "renewed and replaced"; (ivd) the confirmation of Security Instruments Agreements executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, ratifies and supersede in their entirety confirms (but do does not extinguish or impair the collateral security created or evidenced by) the "Security Instruments" Agreements executed and delivered by the Debtors named therein pursuant to the Existing Credit Agreement; (ve) each Confirmation the confirmation of Guaranty Agreement Guaranties executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, ratifies and supersedes in its entirety confirms (but does not extinguish or impair the Indebtedness impair) guaranteed by) the by any Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vif) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the "Indebtedness" under the Existing Credit Agreement, the Security InstrumentsCollateral Documents, the Guaranty AgreementsGuaranties, or the other Loan Documents (or the collateral security therefor), all of which Indebtedness and collateral Collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGE.]

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION 6.01 have been satisfied or waived: (i) the Indebtedness (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the "Indebtedness" (as defined in the Existing Credit Agreement); (ii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety; (iii) 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 Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "renewed and replaced"; (iv) the Security Instruments executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "Security Instruments" executed and delivered pursuant to the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vi) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the "Indebtedness" under the Existing Credit Agreement, the Security Instruments, the Guaranty Agreements, or the other Loan Documents (or the collateral security therefor), all of which Indebtedness and collateral Collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGE.]

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION 6.01 Section 5.01 have been satisfied or waived: (ia) the Indebtedness Obligations (as defined in this Agreement) representsrepresent, among other things, the restatement, renewal, amendment, extension, and modification of the "IndebtednessObligations" (as defined in the Existing Credit Agreement); (iib) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety; (iiic) 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 Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "renewed and replaced"; (ivd) the Security Instruments Collateral Documents executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "Security InstrumentsCollateral Documents" executed and delivered pursuant to the Existing Credit Agreement; (ve) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness Obligations guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vif) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the "Indebtedness" under the Existing Credit Agreement, the Security InstrumentsCollateral Documents, the Guaranty AgreementsGuarantees, or the other Loan Documents (or the collateral security therefor), all of which Indebtedness and collateral Collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGE.]

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Restatement Effective Date, after all conditions precedent set forth in SECTION 6.01 have been satisfied or waived: (ia) the Indebtedness (as defined in this Agreement) representsObligations represent, among other things, the restatement, renewal, amendment, extension, and modification of the "Indebtedness" (“Obligations” as defined in the Existing Credit Agreement); (iib) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, supersede and replace the Existing Credit Agreement in its entirety; (iiic) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, for and supersede in their entirety (but do not extinguish the Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "renewed and replaced"; (iv) the Security Instruments executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "Security Instruments" executed and delivered pursuant to the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vid) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the "“Indebtedness" ” under the Existing Credit Agreement, and the “Collateral Documents,” the “Security Instruments, Agreements,” the Guaranty Agreements, “Vessel Mortgages,” the “Guaranties,” or the other “Loan Documents Documents” (or the collateral security therefor)) executed in connection with the Existing Credit Agreement, all of which Indebtedness and collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANKUnless specifically amended or restated hereby or by any other Loan Document, each of the “Loan Documents” under and as defined in the Existing Credit Agreement and the Exhibits and the Schedules thereto shall continue in full force and effect and, from and after the Restatement Effective Date, and any and all references to the Existing Credit Agreement contained therein shall be deemed to refer to this Agreement. SIGNATURES BEGIN ON THE NEXT PAGEEach Lender hereunder that is a Lender under the Existing Credit Agreement and the Loan Parties hereby consent to the amendments to, and amendments and restatements of, the “Loan Documents” under and as defined in the Existing Credit Agreement in the form of the Loan Documents, as applicable.]

Restatement of Existing Credit Agreement. The parties With effect from and including the Effective Date, the Existing Credit Agreement shall be deemed to be amended and restated in the form of this Agreement, with the effect that (a) the Commitments of the Banks shall be as set forth herein, (b) each Bank that has a commitment under the Existing Credit Agreement that is different then its Commitment hereunder shall be deemed to have continued its Commitment in the amount set forth herein and (c) each "Bank" with a commitment under the Existing Credit Agreement that is not a party hereto agree thatshall cease to be a Bank and its commitment under the Existing Credit Agreement shall be deemed terminated. By its execution hereof, each undersigned Bank that also is a party to the Existing Credit Agreement hereby waives the provisions of the Existing Credit Agreement that would require advance notice for the termination of commitments thereunder or the prepayment of loans thereunder; provided that (a) the foregoing waiver shall apply only to the termination of commitments under the Existing Credit Agreement on the Closing Date, after Effective Date as contemplated by the preceding sentence and repayment of all conditions precedent set forth loans outstanding thereunder in SECTION 6.01 have been satisfied or waived: connection with the effectiveness of this Agreement and (ib) the Indebtedness (as defined Borrower shall, in this Agreement) representslieu of advance notice of any such termination or prepayment, among other things, give notice thereof to the restatement, renewal, amendment, extension, and modification of the "Indebtedness" Agent (as defined in the Existing Credit Agreement); (ii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace on the Existing Credit Agreement in its entirety; (iii) 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 Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "renewed and replaced"; (iv) the Security Instruments executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish date of such termination or impair the collateral security created or evidenced by) the "Security Instruments" executed and delivered pursuant to the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vi) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the "Indebtedness" under the Existing Credit Agreement, the Security Instruments, the Guaranty Agreements, or the other Loan Documents (or the collateral security therefor), all of which Indebtedness and collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGEprepayment.]

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION Section 6.01 have been satisfied or waived: (i) the Indebtedness (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the "“Indebtedness" ” (as defined in the Existing Credit Agreement); (ii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety; (iii) 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 Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "“renewed and replaced"”; (iv) the Security Instruments executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "“Security Instruments" ” executed and delivered pursuant to the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vi) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the "“Indebtedness" ” under the Existing Credit Agreement, the Security Instruments, the Guaranty Agreements, or the other Loan Documents (or the collateral security therefor), all of which Indebtedness and collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGE.]

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION 6.01 Section 4.01 have been satisfied or waived: (ia) the Indebtedness (as defined in this Agreement) representsObligations represent, among other things, the restatement, renewal, amendment, extension, and modification of the "IndebtednessObligations" (as defined in the Existing Credit Agreement); (iib) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety; (iiic) 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 Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "renewed and replaced"; (ivd) the Collateral Documents, Security Instruments Agreements, and Vessel Mortgage executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "Collateral Documents," "Security InstrumentsAgreements" and "Vessel Mortgage" executed and delivered pursuant to the Existing Credit Agreement; (ve) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness Obligations guaranteed by) the Guaranty Agreement "Guaranty" executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vif) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the "Indebtedness" under the Existing Credit Agreement, and the "Collateral Documents," the "Security Instruments, Agreements," the Guaranty Agreements, "Vessel Mortgage," the "Guaranties," or the other "Loan Documents Documents" (or the collateral security therefor)) executed in connection with the Existing Credit Agreement, all of which Indebtedness and collateral Collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGE.]

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION 6.01 have been satisfied or waived: (ia) the Indebtedness (as defined in this Agreement) representsObligations represent, among other things, the restatement, renewal, amendment, extension, and modification of the "Indebtedness" (“Obligations” as defined in the Existing Credit Agreement); (iib) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety; (iiic) the Notespromissory 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 Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "renewed and replaced"; (ivd) the Security Instruments Documents executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "“Security Instruments" executed and delivered pursuant to the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, Documents,” executed and delivered pursuant to the Existing Credit Agreement; and (vie) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the "Indebtedness" “Obligations” under the Existing Credit Agreement, or the “Security Instruments, the Guaranty Agreements, Documents,” or the other “Loan Documents Documents” (or the collateral security therefor)) executed in connection with the Existing Credit Agreement, all of which Indebtedness and collateral Collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise hereinherein or therein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGEEach Lender that is a “Lender” under the Existing Credit Agreement hereby waives any requirement thereunder to receive prior notice of the prepayment of any loans and/or termination or reduction of commitments thereunder, if applicable, and each Lender that is a “Lender” under the Existing Credit Agreement agrees that as of the Closing Date it shall have, and continue to have, a Revolving Credit Commitment hereunder in the amount equal to such Lender’s Percentage (as set forth on Schedule II) of the Revolving Credit Commitment Amount on the Closing Date.]

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION 6.01 have been satisfied or waived: (i) the Indebtedness (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, This Agreement shall amend and modification of the "Indebtedness" (as defined in the Existing Credit Agreement); (ii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace restate the Existing Credit Agreement in its entirety; (iii) , and all of the Notes, if any, executed pursuant to terms and provisions hereof shall supersede the terms and conditions thereof. The Indebtedness of the Borrower evidenced under this Agreement amendand the other Loan Documents are given in renewal, renewextension, extend, modify, replace, restate, substitute for, and supersede modification but not in their entirety (but do not extinguish extinguishment or discharge of the Indebtedness arising under) the promissory notes issued pursuant to under the Existing Credit Agreement. The parties agree that, which existing promissory notes shall be returned to Administrative Agent promptly after upon the Closing Effective Date, marked "renewed the “Loans” made and replaced"; (iv) the Security Instruments executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "Security Instruments" executed and delivered pursuant to outstanding under the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed all accrued and delivered pursuant to the Existing Credit Agreement; and (vi) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor unpaid interest thereon shall they be deemed to have terminated, extinguished, or discharged the "Indebtedness" be Loans outstanding under and payable by this Agreement and all “Letters of Credit” issued and outstanding under the Existing Credit Agreement, if any, shall be deemed to be issued and outstanding as Letters of Credit hereunder. Without limiting the Security Instrumentsforegoing, on the Effective Date, the Guaranty Agreementscredit facilities described in the Existing Credit Agreement, or shall be amended, supplemented, modified and restated in their entirety by the other Loan Documents (or facilities described herein, and all obligations of the collateral security therefor)Borrower outstanding as of such date under the Existing Credit Agreement, all of which Indebtedness and collateral shall continue be deemed to be obligations outstanding under and be governed the corresponding facilities described herein, without any further action by this Agreement and the other Loan Documentsany Person, except that (a) the Administrative Agent shall make such transfers of funds as expressly provided otherwise herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGEare necessary in order that the outstanding balance of the Loans, together with any Borrowings funded on the Effective Date, reflect the respective Commitments of the Lenders hereunder, and (b) each Lender (which is a Lender under the Existing Credit Agreement) hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the “Loans” thereunder, and ratable payments on account of the principal or interest of any “Loan” under the Existing Credit Agreement to the extent that any such prepayment or payments are required to ensure that, upon the effectiveness of this Agreement, the Loans of the Lenders shall be outstanding on a ratable basis in accordance with their respective pro rata share.]

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION 6.01 have been satisfied or waived: (ia) the Indebtedness Obligations (as defined in this Agreement) representsrepresent, among other things, the restatement, renewal, amendment, extension, extension and modification of the "Indebtedness" “Obligations” (as defined in the Existing Credit Agreement); (iib) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, supersede and replace the Existing Credit Agreement in its entirety; (iiic) the Notes, if any, Notes executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, for and supersede in their entirety (but do not extinguish extinguish, the Indebtedness indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the New Closing Date, marked "renewed “canceled and replaced",” and, thereafter, delivered by Administrative Agent to Borrower; (iv) the Security Instruments executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "Security Instruments" executed and delivered pursuant to the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vid) the entering into and performance of their respective Borrower’s obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, extinguished or discharged the "Indebtedness" indebtedness under the Existing Credit Agreement, the Security Instruments, the Guaranty Agreements, or the other Loan Documents (or the collateral security therefor), all of which Indebtedness and collateral indebtedness shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGE; (e) the guaranties granted by or pursuant to the Existing Credit Agreement are ratified and confirmed as guaranty for the Obligations, without novation, discharge or interruption; and (f) on the New Closing Date, Lenders shall severally purchase from each other and from any Lenders (as defined in the Existing Credit Agreement) that are not Lenders hereunder (the “Non-Continuing Lenders”), the principal indebtedness owing to the Non-Continuing Lenders under the Existing Credit Agreement so that, after giving effect to such purchase and to any Loans made on the New Closing Date, the principal indebtedness owing under this Agreement are held by Lenders in accordance with their respective Applicable Percentage, and the Non-Continuing Lenders shall cease to be parties to the Existing Credit Agreement and shall not be parties to this Agreement.]

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION Section 6.01 have been satisfied or waived: (i) the Indebtedness (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the "“Indebtedness" ” (as defined in the Existing Credit Agreement); (ii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety; (iii) 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 Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "“renewed and replaced"”; (iv) the Security Instruments executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "“Security Instruments" ” executed and delivered pursuant to the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed by existing Guarantors pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vi) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the "“Indebtedness" ” under the Existing Credit Agreement, the Security Instruments, the Guaranty Agreements, or the other Loan Documents (or the collateral security therefor), all of which Indebtedness and collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. [THE REMAINDER The remainder of this page intentionally left blank. Signatures begin on the next page.] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: Address for Notice: ATLAS AMERICA, INC., a Delaware corporation Atlas America, Inc. 000 Xxxxxx Xxxx By: Xxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxxx X. Xxxxx Attention: Xxxxxxx X. Xxxxx Chief Financial Officer Fax No.: 000-000-0000 E-mail: xxxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx GUARANTORS: AIC, INC., a Delaware corporation By: Xxxxxxx X. Xxxxx Chief Financial Officer ATLAS AMERICA, INC., a Pennsylvania corporation By: Xxxxxxx X. Xxxxx Chief Financial Officer ATLAS AMERICA MID-CONTINENT, INC., a Delaware corporation By: Xxxxxxx X. Xxxxx Chief Financial Officer ATLAS ENERGY CORPORATION, an Ohio corporation By: Xxxxxxx X. Xxxxx Chief Financial Officer ATLAS NOBLE CORP., a Delaware corporation By: Xxxxxxx X. Xxxxx Chief Financial Officer ATLAS RESOURCES, LLC, a Pennsylvania limited liability company By: Xxxxxxx X. Xxxxxxx Senior Vice President and Secretary REI-NY, INC., a Delaware corporation By: Xxxxxxx X. Xxxxx Chief Financial Officer RESOURCE ENERGY, INC., a Delaware corporation By: Xxxxxxx X. Xxxxx Chief Financial Officer RESOURCE WELL SERVICES, INC., a Delaware corporation By: Xxxxxxx X. Xxxxx Chief Financial Officer VIKING RESOURCES CORPORATION, a Pennsylvania corporation By: Xxxxxxx X. Xxxxx Chief Financial Officer LENDER, ADMINISTRATIVE AGENT AND ISSUING BANK: WACHOVIA BANK, NATIONAL ASSOCIATION Individually, Administrative Agent and Issuing Bank By: Xxx Xxxxxxx Vice President Lending Office for Base Rate Loans and LIBOR Loans and Address for Notices: Wachovia Bank, National Association 0000 Xxxxxx, Suite 2255 Houston, Texas 77002 Telecopier No.: 000-000-0000 Telephone No.: 000-000-0000 Attention: Xxx Xxxxxxx 71 SCHEDULE 2.01(b) LETTERS OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGE.]CREDIT Applicant L/C Number Amount Expiration Date Beneficiary Atlas America, Inc. SM216861 $5,000,000 11/30/2006 Amerada Xxxx Corporation Atlas America, Inc. SM204112 $1,000,000 07/14/2006 Amerada Xxxx Corporation Atlas America, Inc. SM205652 $120,000 10/31/2006 Travelers Casualty and Surety Company of America Atlas America, Inc. REI-NY, Inc. SM205637 $150,000 10/31/2006 New York State Department of Environmental Conservation Division of Mineral Resources Resource Energy, Inc. SM205641 $150,000 10/31/2006 New York State Department of Environmental Conservation Division of Mineral Resources Atlas Resources, Inc.. SM200159 $55,000 07/31/2006 Travelers Indemnity Company SCHEDULE 7.03

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION 6.01 have been satisfied or waived: (ia) the Indebtedness Obligations (as defined in this Agreement) representsrepresent, among other things, the restatement, renewal, amendment, extension, extension and modification of the "Indebtedness" “Obligations” (as defined in the Existing Credit Agreement); (iib) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, supersede and replace the Existing Credit Agreement in its entirety; (iiic) the Notes, if any, Notes executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, for and supersede in their entirety (but do not extinguish extinguish, the Indebtedness indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative the Agent promptly after the Closing Date, marked "renewed “canceled and replaced",” and, thereafter, delivered by the Agent to the Borrowers; (iv) the Security Instruments executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "Security Instruments" executed and delivered pursuant to the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vid) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, extinguished or discharged the "Indebtedness" indebtedness under the Existing Credit Agreement, the Security Instruments, the Guaranty Agreements, or the other Loan Documents (or the collateral security therefor), all of which Indebtedness and collateral indebtedness shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein; (e) the liens and security interests created by or pursuant to the Existing Credit Agreement, except as specifically modified by the Loan Documents, are ratified and confirmed as security for the Obligations, without novation, discharge or interruption; and (f) on the Closing Date, the Lenders shall severally purchase from each other and from any Lenders (as defined in the Existing Credit Agreement) that are not Lenders hereunder (the “Non-Continuing Lenders”), the principal indebtedness owing to the Non-Continuing Lenders under the Existing Credit Agreement so that, after giving effect to such purchase and to any Loans made on the Closing Date, the principal indebtedness owing under this Agreement and participations in the Letters of Credit are held by the Lenders in accordance with their respective Pro Rata Share, and the Non-Continuing Lenders shall cease to be a party to the Existing Credit Agreement and shall not be parties to this Agreement. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGESuch purchases shall have been deemed to have been automatically made hereunder without the necessity of the execution and delivery of any assignment documentation, on an as-is, where-is basis by the Non-Continuing Lenders and any Non-Continuing Lender shall be deemed to be a third party beneficiary of this Section 13.21.]

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION 6.01 Section 4.01 have been satisfied or waived: (ia) the Indebtedness (as defined in this Agreement) representsObligations represent, among other things, the restatement, renewal, amendment, extension, and modification of the "Indebtedness" (“Obligations” as defined in the Existing Credit Agreement); (iib) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, supersede and replace the Existing Credit Agreement in its entirety; (iiic) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, for and supersede in their entirety (but do not extinguish the Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "renewed and replaced"; (ivd) the Collateral Documents, Security Instruments Agreements, Vessel Mortgages and Guaranties executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, for and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "“Collateral Documents,” “Security Instruments" Agreements,” “Vessel Mortgages” and “Guaranties” executed and delivered pursuant to the Existing Credit Agreement, as applicable, and any such Loan Document confirmed on the Closing Date by the Loan Parties party thereto remains in full force and effect; (ve) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vi) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the "Indebtedness" under the Existing Credit Agreement, the Security Instruments, the Guaranty Agreements, or the other Loan Documents (or the collateral security therefor), all of which Indebtedness and collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGE.]not

Restatement of Existing Credit Agreement. The parties hereto agree that, on that effective as of the Closing Date, after all conditions precedent set forth in SECTION 6.01 have been satisfied or waived: (ia) the Indebtedness (as defined in this Agreement) representsObligations represent, among other things, the restatement, renewal, amendment, extension, and modification of the "Indebtedness" (“Obligations” as defined in the Existing Credit Agreement); (iib) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety; (iiic) 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 Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "renewed and replaced"; (ivd) the Security Instruments Collateral Documents executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "Security Instruments" executed and delivered pursuant to the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, “Collateral Documents” executed and delivered pursuant to the Existing Credit Agreement; and (vie) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the "“Indebtedness" ” under the Existing Credit Agreement, and the Security Instruments, the Guaranty Agreements, “Collateral Documents” or the other “Loan Documents Documents” (or the collateral security therefor)) executed in connection with the Existing Credit Agreement, all of which Indebtedness and collateral Collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGE.]

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in SECTION 6.01 have been satisfied or waived: (ia) the Indebtedness Obligations (as defined in this Agreement) representsrepresent, among other things, the restatement, renewal, amendment, extension, extension and modification of the "Indebtedness" “Obligations” (as defined in the Existing Credit Agreement); (iib) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, supersede and replace the Existing Credit Agreement in its entirety; (iiic) the Notes, if any, Notes executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, for and supersede in their entirety (but do not extinguish extinguish, the Indebtedness indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to Administrative the Agent promptly after the Closing Date, marked "renewed “canceled and replaced",” and, thereafter, delivered by the Agent to the Borrowers; (iv) the Security Instruments executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the "Security Instruments" executed and delivered pursuant to the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, renews, extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not extinguish or impair the Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (vid) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, extinguished or discharged the "Indebtedness" indebtedness under the Existing Credit Agreement, the Security Instruments, the Guaranty Agreements, or the other Loan Documents (or the collateral security therefor), all of which Indebtedness and collateral indebtedness shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein; (e) the liens and security interests created by or pursuant to the Existing Credit Agreement, except as specifically modified by the Loan Documents, are ratified and confirmed as security for the Obligations, without novation, discharge or interruption; and (f) on the Closing Date, the Lenders shall severally purchase from each other and from any Lenders (as defined in the Existing Credit Agreement) that are not Lenders hereunder (the “Non-Continuing Lenders”), the Commitments of such Non-Continuing Lenders under the Existing Credit Agreement so that, after giving effect to such purchase and to any Loans made on the Closing Date, the Commitments and the principal indebtedness owing under this Agreement and participations in the Letters of Credit are held by the Lenders in accordance with their respective Pro Rata Share, and the Non-Continuing Lenders shall cease to be a party to the Existing Credit Agreement and shall not be parties to this Agreement. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES BEGIN ON THE NEXT PAGESuch purchases shall have been deemed to have been automatically made hereunder without the necessity of the execution and delivery of any assignment documentation, on an as-is, where-is basis by the Non-Continuing Lenders and any Non-Continuing Lender shall be deemed to be a third party beneficiary of this Section 13.22.]