Common use of Restatement of Existing Credit Agreement Clause in Contracts

Restatement of Existing Credit Agreement. The parties hereto agree that: (a) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension and modification of the “Obligations” (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 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 the Agent promptly after the Closing Date, marked “canceled and replaced,” and, thereafter, delivered by the Agent to the Borrowers; (d) 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, all of which 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. Such 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 4.01 have been satisfied or waived: (a) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension extension, and modification of the “Obligations” (as defined in the Existing Credit Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede supersede, and replace the Existing Credit Agreement in its entirety; (c) the Notes 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, extinguish the indebtedness Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to the Agent promptly after the Closing Date, marked “canceled and replaced,” and, thereafter, delivered by the Agent to the Borrowers; (d) the Collateral Documents, Security 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 Agreements” and “Vessel Mortgage” executed and delivered pursuant to the Existing Credit Agreement; (e) each Guaranty 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 Obligations guaranteed by) the “Guaranty” executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (f) 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, and the “Collateral Documents,” the “Security Agreements,” the “Vessel Mortgage,” the “Guaranties,” or the other “Loan Documents” (or the collateral security therefor) executed in connection with the Existing Credit Agreement, all of which indebtedness Indebtedness and Collateral 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. Such 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 6.01 have been satisfied or waived: (ai) the Obligations Indebtedness (as defined in this Agreement) representrepresents, among other things, the restatement, renewal, amendment, extension extension, and modification of the “Obligations” "Indebtedness" (as defined in the Existing Credit Agreement); (bii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede supersede, and replace the Existing Credit Agreement in its entirety; (ciii) the Notes 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, extinguish the indebtedness Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to the Administrative Agent promptly after the Closing Date, marked “canceled "renewed and replaced,” and"; (iv) the Security Instruments executed pursuant to this Agreement amend, thereafterrenew, 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 Agent applicable Guarantor, as the case may be, executed and delivered pursuant to the BorrowersExisting Credit Agreement; and (dvi) 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 Indebtedness and collateral 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. Such 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[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: (ai) the Obligations Indebtedness (as defined in this Agreement) representrepresents, among other things, the restatement, renewal, amendment, extension extension, and modification of the “ObligationsIndebtedness” (as defined in the Existing Credit Agreement); (bii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede supersede, and replace the Existing Credit Agreement in its entirety; (ciii) the Notes 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, extinguish the indebtedness Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to the Administrative Agent promptly after the Closing Date, marked “canceled 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” andexecuted and delivered pursuant to the Existing Credit Agreement; (v) each Guaranty Agreement executed pursuant to this Agreement amends, thereafterrenews, delivered 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 Agent applicable Guarantor, as the case may be, executed and delivered pursuant to the BorrowersExisting Credit Agreement; and (dvi) 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), 75 all of which indebtedness Indebtedness and Collateral 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) . [The remainder of this page intentionally left blank. Signatures begin 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. Such 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 13.22next 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: (ai) the Obligations Indebtedness (as defined in this Agreement) representrepresents, among other things, the restatement, renewal, amendment, extension extension, and modification of the “ObligationsIndebtedness” (as defined in the Existing Credit Agreement); (bii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede supersede, and replace the Existing Credit Agreement in its entirety; (ciii) the Notes 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, extinguish the indebtedness Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to the Administrative Agent promptly after the Closing Date, marked “canceled 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” andexecuted and delivered pursuant to the Existing Credit Agreement; (v) each Guaranty Agreement executed by existing Guarantors pursuant to this Agreement amends, thereafterrenews, delivered 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 Agent applicable Guarantor, as the case may be, executed and delivered pursuant to the BorrowersExisting Credit Agreement; and (dvi) 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 Indebtedness and collateral 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 . The parties hereto have caused 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. Such purchases shall have been deemed to have been automatically made hereunder without the necessity duly executed as of the execution day and delivery of any assignment documentationyear first above written. BORROWER: Address for Notice: ATLAS AMERICA, on 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 asOhio 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-isNY, whereINC., 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-is basis by the Non000-Continuing Lenders and any Non0000 Telephone No.: 000-Continuing Lender shall be deemed to be a third party beneficiary of this Section 13.22.000-0000 Attention: Xxx Xxxxxxx

Restatement of Existing Credit Agreement. The parties hereto agree that, on the Closing Date: (a) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension extension, and modification of the “Obligations” (as defined in the Existing Credit Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede supersede, and replace the Existing Credit Agreement in its entirety; (c) the Notes promissory 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, extinguish the indebtedness Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to the Agent promptly after the Closing Date, marked “canceled and replaced,” and, thereafter, delivered by the Agent to the Borrowers; (d) the Security 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 Documents,” executed and delivered pursuant to the Existing Credit Agreement; and (e) 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 “Obligations” under the Existing Credit Agreement, or the “Security Documents,” or the other “Loan Documents” (or the collateral security therefor) executed in connection with the Existing Credit Agreement, all of which indebtedness Indebtedness and Collateral 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 herein 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) therein. Each Lender that are not Lenders hereunder (the is a “Non-Continuing Lenders”), the principal indebtedness owing to the Non-Continuing Lenders Lender” under the Existing Credit Agreement so thathereby waives any requirement thereunder to receive prior notice of the prepayment of any loans and/or termination or reduction of commitments thereunder, after giving effect 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 purchase and to any Loans made Lender’s Percentage (as set forth on Schedule II) of the Revolving Credit Commitment Amount 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. Such 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 Restatement Effective Date: (a) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension extension, and modification of the “Obligations” (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 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 indebtedness Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to the Agent promptly after the Closing Date, marked “canceled ; and replaced,” and, thereafter, delivered by the Agent to the Borrowers; (d) 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, all of and the “Collateral Documents,” the “Security Agreements,” the “Vessel Mortgages,” the “Guaranties,” or the other “Loan Documents” (or the collateral security therefor) executed in connection with the Existing Credit Agreement, which indebtedness shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein; (e) . Unless specifically amended or restated hereby or by any other Loan Document, each of the liens and security interests created by or pursuant to the Existing Credit Agreement, except as specifically modified by the “Loan Documents, are ratified ” under 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 (Agreement and the “Non-Continuing Lenders”)Exhibits and the Schedules thereto shall continue in full force and effect and, from and after the principal indebtedness owing Restatement Effective Date, and any and all references to the Non-Continuing Lenders Existing Credit Agreement contained therein shall be deemed to refer to this Agreement. Each Lender hereunder that is a Lender under the Existing Credit Agreement so thatand the Loan Parties hereby consent to the amendments to, after giving effect to such purchase and to any Loans made on the Closing Dateamendments and restatements of, the principal indebtedness owing “Loan Documents” under this Agreement and participations as defined 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. Such purchases shall have been deemed to have been automatically made hereunder without in the necessity form of the execution and delivery of any assignment documentationLoan Documents, 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 13.22as applicable.

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: (ai) the Obligations Indebtedness (as defined in this Agreement) representrepresents, among other things, the restatement, renewal, amendment, extension extension, and modification of the “Obligations” "Indebtedness" (as defined in the Existing Credit Agreement); (bii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede supersede, and replace the Existing Credit Agreement in its entirety; (ciii) the Notes 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, extinguish the indebtedness Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to the Administrative Agent promptly after the Closing Date, marked “canceled "renewed and replaced,” and"; (iv) the Security Instruments executed pursuant to this Agreement amend, thereafterrenew, 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 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 Agent applicable Guarantor, as the case may be, executed and delivered pursuant to the BorrowersExisting Credit Agreement; and (dvi) 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 Indebtedness and Collateral 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. Such 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[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: (a) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension extension, and modification of the “"Obligations” " (as defined in the Existing Credit Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede supersede, and replace the Existing Credit Agreement in its entirety; (c) the Notes 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, extinguish the indebtedness Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to the Administrative Agent promptly after the Closing Date, marked “canceled "renewed and replaced,” and, thereafter, "; (d) the confirmation of Security Agreements executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair the collateral security created or evidenced by) the Security Agreements executed and delivered by the Agent Debtors named therein pursuant to the BorrowersExisting Credit Agreement; (de) the confirmation of Guaranties executed pursuant to this Agreement ratifies and confirms (but does not extinguish or impair) guaranteed by any Guaranty executed and delivered pursuant to the Existing Credit Agreement; and (f) 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 Collateral Documents, the Guaranties, or the other Loan Documents (or the collateral security therefor), all of which indebtedness Indebtedness and Collateral 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. Such 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: (a) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension and modification of the “Obligations” (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 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 the Agent promptly after the Closing Date, marked “canceled and replaced,” and, thereafter, delivered by the Agent to the Borrowers; (d) 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, all of which 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 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. Such 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 4.01 have been satisfied or waived: (a) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension extension, and modification of the “Obligations” (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 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 indebtedness Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to the Agent promptly after the Closing Date, marked “canceled and replaced,” and, thereafter, delivered by the Agent to the Borrowers; (d) the entering into Collateral Documents, Security Agreements, Vessel Mortgages and performance of Guaranties executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for and supersede in their respective obligations under the Loan Documents and the transactions evidenced hereby entirety (but do not constitute a novation nor shall they be deemed to have terminated, extinguished extinguish or discharged impair the indebtedness under the Existing Credit Agreement, all of which indebtedness shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein; (ecollateral security created or evidenced by) the liens “Collateral Documents,” “Security Agreements,” “Vessel Mortgages” and security interests created by or “Guaranties” executed and delivered pursuant to the Existing Credit Agreement, except as specifically modified applicable, and any such Loan Document confirmed on the Closing Date by the Loan Documents, are ratified Parties party thereto remains in full force and confirmed as security for the Obligations, without novation, discharge or interruptioneffect; and (fe) 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 Guaranty executed pursuant 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 Shareamends, renews, extends, modifies, replaces, restates, substitutes for, and the Non-Continuing Lenders shall cease to be a party to the Existing Credit Agreement and shall not be parties to this Agreement. Such 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.supersedes in its entirety (but does not

Restatement of Existing Credit Agreement. The parties hereto agree that: (a) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension and modification of the “Obligations” (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 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 the Administrative Agent promptly after the New Closing Date, marked “canceled and replaced,” and, thereafter, delivered by the Administrative Agent to the BorrowersBorrower; (d) 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 or discharged the indebtedness under the Existing Credit Agreement, all of which 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 guaranties granted by or pursuant to the Existing Credit Agreement, except as specifically modified by the Loan Documents, Agreement are ratified and confirmed as security guaranty for the Obligations, without novation, discharge or interruption; and (f) on the New 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 New 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 ShareApplicable Percentage, and the Non-Continuing Lenders shall cease to be a party parties to the Existing Credit Agreement and shall not be parties to this Agreement. Such 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 5.01 have been satisfied or waived: (a) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension extension, and modification of the “"Obligations” " (as defined in the Existing Credit Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede supersede, and replace the Existing Credit Agreement in its entirety; (c) the Notes 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, extinguish the indebtedness Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to the Administrative Agent promptly after the Closing Date, marked “canceled "renewed and replaced,” and, thereafter, delivered by the Agent to the Borrowers"; (d) the 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 "Collateral Documents" executed and delivered pursuant to the Existing Credit Agreement; (e) each Guaranty 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 Obligations guaranteed by) the Guaranty executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (f) 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 Collateral Documents, the Guarantees, or the other Loan Documents (or the collateral security therefor), all of which indebtedness Indebtedness and Collateral 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. Such 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 6.01 have been satisfied or waived: (ai) the Obligations Indebtedness (as defined in this Agreement) representrepresents, among other things, the restatement, renewal, amendment, extension extension, and modification of the “ObligationsIndebtedness” (as defined in the Existing Credit Agreement); (bii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede supersede, and replace the Existing Credit Agreement in its entirety; (ciii) the Notes 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, extinguish the indebtedness Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to the Administrative Agent promptly after the Closing Date, marked “canceled 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” andexecuted and delivered pursuant to the Existing Credit Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this Agreement amends, thereafterrenews, delivered 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 Agent applicable Guarantor, as the case may be, executed and delivered pursuant to the BorrowersExisting Credit Agreement; and (dvi) 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 Indebtedness and collateral 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. Such 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 4.01 have been satisfied or waived: (a) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension extension, and modification of the “"Obligations” (" as defined in the Existing Credit Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede supersede, and replace the Existing Credit Agreement in its entirety; (c) the Notes 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, extinguish the indebtedness Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to the Agent promptly after the Closing Date, marked “canceled and replaced,” and, thereafter, delivered by the Agent to the Borrowers; (d) the Collateral Documents, Security 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 Agreements" and "Vessel Mortgage" executed and delivered pursuant to the Existing Credit Agreement; (e) each Guaranty 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 Obligations guaranteed by) the "Guaranty" executed by the applicable Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit Agreement; and (f) 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, and the "Collateral Documents," the "Security Agreements," the "Vessel Mortgage," the "Guaranties," or the other "Loan Documents" (or the collateral security therefor) executed in connection with the Existing Credit Agreement, all of which indebtedness Indebtedness and Collateral 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. Such 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: (a) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension This Agreement amends and modification of the “Obligations” (as defined in the Existing Credit Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede and replace restates the Existing Credit Agreement in its entirety; (c) the Notes executed pursuant to provided that Xxxxxx joins in this Agreement amendas an additional Borrower. As such, renewthis Agreement represents in part a renewal of, extendand is issued in substitution and exchange for, modify, replace, restate, substitute for and supersede not in their entirety (but do not extinguishsatisfaction 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 the Agent promptly after the Closing Date, marked “canceled and replaced,Obligations” and, thereafter, delivered by the Agent to the Borrowers; (d) 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, if any. To the extent 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 of which indebtedness shall continue Obligations under and be governed by this Agreement shall occur, such payment shall also be deemed to be payment in full and satisfaction of the other Loan Documents“Obligations” under the Existing Credit Agreement. Notwithstanding the foregoing, except as expressly provided otherwise herein; (e) the liens parties hereto acknowledge and security interests created by or pursuant to agree that the revolving credit commitment of PNC Bank, National Association under the Existing Credit Agreement, except 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 specifically this Agreement may be further amended, modified by or extended. Each of the Borrowers hereby reaffirms each of the Loan Documents, are ratified Documents executed and confirmed as security for the Obligations, without novation, discharge delivered by or interruption; and (f) on the Closing Date, the Lenders shall severally purchase from each other and from any Lenders (as defined its behalf in connection with 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. Such 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: that effective as of the Closing Date, (a) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension extension, and modification of the “Obligations” (as defined in the Existing Credit Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede supersede, and replace the Existing Credit Agreement in its entirety; (c) the Notes 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, extinguish the indebtedness Indebtedness arising under) the promissory notes issued pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to the Agent promptly after the Closing Date, marked “canceled and replaced,” and, thereafter, delivered by the Agent to the Borrowers; (d) the 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 “Collateral Documents” executed and delivered pursuant to the Existing Credit Agreement; and (e) 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, and the “Collateral Documents” or the other “Loan Documents” (or the collateral security therefor) executed in connection with the Existing Credit Agreement, all of which indebtedness Indebtedness and Collateral 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. Such 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, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (aA) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement; (B) all Existing Obligations (as defined including without limitation all interest on the Existing Obligations accrued through the Closing Date and all fees under the Existing Credit Agreement accrued through the Closing Date, which accrued interest and fees shall be payable in accordance with the terms of this Agreement) represent, among outstanding on the Closing Date shall be in all respects continuing and shall be deemed to be Obligations outstanding under this Agreement with (i) the Lenders’ interests in such Obligations and Letter of Credit issuances being reallocated in accordance with each Lender’s Pro Rata Share and (ii) only the terms being modified from and after the Closing Date as provided in this Agreement and the other things, Loan Documents (provided that for the restatement, renewal, amendment, extension and modification avoidance of doubt the “ObligationsRevolving Credit Exposure” (under and as defined in the Existing Credit AgreementAgreement shall be deemed to constitute the Revolving Credit Exposure hereunder); ; (bC) this Agreement is intended tothe Loan Documents, as amended or amended and does herebyrestated on the Closing Date, restate, renew, extend, amend, modify, supersede are in all respects continuing and replace shall remain in full force and effect with respect to all Obligations hereunder and are hereby reaffirmed; (D) the Loan Documents executed in connection with the Existing Credit Agreement that are not superseded by corresponding Loan Documents executed and delivered in connection with this Agreement or terminated in connection with this Agreement shall remain and continue in full force and effect and each of the Loan Parties hereby acknowledges and reaffirms all of its entirety; obligations and undertakings under each of the Loan Documents to which it is a party and acknowledges and agrees that subsequent to, and after giving effect to the provisions of this Agreement, each such Loan Document is and shall remain in full force and effect in accordance with the terms thereof (cif applicable, as amended by the terms of this Agreement); (E) all references in the Loan Documents (other than this Agreement) to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement; (F) pursuant to, and in satisfaction of the requirements of, Section 9.01(b), and without the action of any other Person, Gxxxxxx Sxxxx Bank USA as Potential Assignor Lender (the “Exiting Lender”) hereby assigns and sells to Bank of America, N.A. as Replacement Lender (“Increasing Lender”) 100% of its Commitment under the Existing Credit Agreement, and Increasing Lender hereby purchases the Commitment held by such Exiting Lender (the “Assigned Interest”), at par, and including unpaid accrued fees and interest through the Closing Date (together, the “Exit Purchase Price”) such that that after giving effect to such assignment and the reallocations referenced below (a) the Notes executed pursuant Lenders shall hold the Commitments set forth on Schedule I attached hereto, and (b) the Commitments of the Exiting Lender shall be reduced to zero and the Exiting Lender shall cease to be a Lender under this Agreement. Such assignment shall be deemed to occur hereunder automatically, and without any requirement for additional documentation, upon receipt by Exiting Lender of the full Exit Purchase Price in immediately available funds, on the Closing Date and shall be settled in accordance with the terms and provisions of the form of Assignment and Acceptance Agreement attached to this Agreement amendas Exhibit D, renewwhich are incorporated herein by reference, extendand to which Increasing Lender hereby agrees, modifyprovided that all references to Schedule I in such form Assignment and Acceptance Agreement shall refer to Schedule 9.16(F) attached hereto. The Exiting Lender represents and warrants to Increasing Lender that it has not created any adverse claim upon the interest being assigned by it to such Lender hereunder and that such interest is free and clear of any adverse claim created by such Exiting Lender. All Advances made under the Existing Credit Agreement shall be reallocated on the Closing Date as directed by Administrative Agent in order that advances of the Term Loan, replaceRevolving Credit Advances, restateSwing Line Advances and Letter of Credit Advances shall be deemed made ratably by the Lenders in accordance with their Commitment as set forth on Schedule I attached hereto. Borrower agrees to pay (or cause to be paid) any interest, substitute for and supersede breakage fees or other costs incurred in their entirety connection with this paragraph on the Closing Date (but do or to the extent such payment is not extinguishrequested prior to the Closing Date, promptly upon request). (G) Upon its receipt of the Notes to be delivered hereunder on the Closing Date, each applicable Lender will promptly return to Borrower, marked “Cancelled” or “Replaced”, the indebtedness arising under) the promissory notes issued of Borrower held by such Lender pursuant to the Existing Credit Agreement, which existing promissory notes shall be returned to . The parties acknowledge and agree that this Agreement and the Agent promptly after the Closing Date, marked “canceled and replaced,” and, thereafter, delivered by the Agent to the Borrowers; (d) the entering into and performance of their respective obligations under the other Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminatednovation, extinguished payment and reborrowing or discharged the indebtedness under termination of any of the Existing Credit Agreement, Obligations and that all such Existing Obligations are in all respects continued and outstanding as Obligations under this Agreement with only the terms being modified from and after the effective date of which indebtedness shall continue under and be governed by this Agreement as provided in 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. Such 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: (a) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension and modification of the “Obligations” (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 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 the Agent promptly after the Closing Date, marked “canceled and replaced,” and, thereafter, delivered by the Agent to the Borrowers; (d) 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, all of which 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. Such 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 13.2213.21.

Restatement of Existing Credit Agreement. The parties hereto agree that: (a) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension This Agreement shall amend and modification of the “Obligations” (as defined in the Existing Credit Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede and replace restate the Existing Credit Agreement in its entirety; (c) , and all of the Notes 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 Indebtedness under the Existing Credit Agreement. The parties agree that, which existing promissory notes shall be returned to upon the Agent promptly after the Closing Effective Date, marked the “canceled Loans” made and replaced,” and, thereafter, delivered by the Agent to the Borrowers; (d) the entering into and performance of their respective obligations outstanding under the Loan Documents Existing Credit Agreement and the transactions evidenced hereby do not constitute a novation nor all accrued and 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, all if any, shall be deemed to be issued and outstanding as Letters of which indebtedness shall continue under and be governed by this Agreement and Credit hereunder. Without limiting the other Loan Documentsforegoing, except as expressly provided otherwise herein; (e) on the liens and security interests created by or pursuant to Effective Date, the credit facilities described in the Existing Credit Agreement, except as specifically shall be amended, supplemented, modified and restated in their entirety by the Loan Documentsfacilities described herein, are ratified and confirmed all obligations of the Borrower outstanding as security for of such date under the ObligationsExisting Credit Agreement, shall be deemed to be obligations outstanding under the corresponding facilities described herein, without novationany further action by any Person, discharge or interruption; except that (a) the Administrative Agent shall make such transfers of funds as are 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 (fb) on the Closing Date, the Lenders shall severally purchase from each other and from any Lenders Lender (as defined in which is a Lender under the Existing Credit Agreement) that are not Lenders hereunder (hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the “Non-Continuing Lenders”)Loans” thereunder, and ratable payments on account of the principal indebtedness owing to the Non-Continuing Lenders or interest of any “Loan” under the Existing Credit Agreement so to the extent that any such prepayment or payments are required to ensure that, after giving effect to such purchase and to any Loans made on upon the Closing Dateeffectiveness of this Agreement, the principal indebtedness owing under this Agreement and participations in the Letters Loans of Credit are held by the Lenders shall be outstanding on a ratable basis 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. Such 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 13.22pro rata share.