Restatement of Original Agreement. The parties hereto agree that, on the Effective Date: (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 Original Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede and replace the Original Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for and supersede in their entirety (but do not extinguish, the indebtedness arising under) the promissory notes issued pursuant to the Original Agreement, which existing promissory notes shall be returned to the Administrative Agent promptly after the Initial Borrowing Date, marked "canceled and replaced," and, thereafter, delivered by the Administrative Agent to the Borrower; and (d) the entering into and performance of their respective obligations under the Credit 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 Original Agreement, all of which indebtedness shall continue under and be governed by this Agreement and the other Credit Documents, except as expressly provided otherwise herein. [Remainder of page intentionally blank. Signature pages follow.] Signature Page to that certain Amended and Restated Credit Agreement dated as of the date first set forth above, among Universal American Financial Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer, and certain Banks party thereto. UNIVERSAL AMERICAN FINANCIAL CORP., as Borrower By: /s/ Robert Waegelein ------------------------------------- Robert Waegelein, Executive Vice Xxxxxxxxt and Chief Financial Officer Address: Six International Drive, Suite 190 Xxx Xxxxx, Xxx Xxxx 00000-0000 Xxx: (000) 000-0700 Fax: (914) 930-0000 E-mail: rbarasxx@xxxx.xxx Attn: Richaxx X. Xxxxxxx SIGNATURE PAGE TO AMENDED AND REXXXXXX XXXXXX XXXXEMENT Signature Page to that certain Amended and Restated Credit Agreement dated as of the date first set forth above, among Universal American Financial Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer, and certain Banks party thereto. BANK OF AMERICA, N.A., Individually and as the Administrative Agent, the Co...
Restatement of Original Agreement. The Agreement amends and restates the Original Agreement in its entirety as at the 1st day of January, 1998 but the provisions of the Original Agreement will continue in effect with respect to periods prior to that date.
Restatement of Original Agreement. This Agreement fully and completely amends, restates and replaces the Original Agreement in its entirety.
Restatement of Original Agreement. This Agreement completely restates and replaces the Original Agreement, which is hereby agreed to be void and of no further force or effect.
Restatement of Original Agreement. The parties hereto acknowledge and agree that this Amended and Restated Trust Agreement amends and restates in its entirety the Original Agreement and that the Original Agreement is superseded hereby in its entirety; provided that any Certificate issued prior to the date hereof shall remain fully effective in the form provided for in the Original Agreement and any action taken as authorized by the Original Agreement shall remain effective.
Restatement of Original Agreement. This Restated Shareholder Agreement amends and restates, and shall be deemed to supercede, that certain Shareholder Agreement, dated as of May 6, 1998, by and among the parties hereto.
Restatement of Original Agreement. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in Section 5.1 have been satisfied or waived: (a) the Obligation (as defined herein) represents, among other things, the amendment, extension, consolidation, and modification of the “Obligation” (as defined in the Original Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Original Agreement; (c) the Notes and the Swing Line Note executed pursuant to this Agreement amend, renew, extend, modify, replace, substitute for and supersede in their entirety (but do not extinguish, the Indebtedness arising under) the promissory notes issued pursuant to the Original Agreement; and (d) the entering into and performance of their respective obligations under this Agreement and the transactions evidenced hereby do not constitute a novation.
Restatement of Original Agreement. The Original Agreement is --------------------------------- hereby amended and restated in its entirety to (a) reflect the amendments set forth in this Amendment and (b) reflect the name change of American Tower Systems Corporation to American Tower Corporation and to change all references to the defined term "ATS" to "ATC".
Restatement of Original Agreement. The Original Agreement is hereby amended and restated in its entirety as follows:
Restatement of Original Agreement. 90 Schedule 1 - List of Banks and Commitments Schedule 2 - Bank Addresses Schedule 5.04 - Existing Litigation Schedule 5.13 - Past Due Tax Returns and Payments Schedule 5.14 - Pension Plans and Post-Retirement Health Care Obligations Schedule 5.15 - Subsidiaries Schedule 5.18 - Collective Bargaining Agreements Schedule 5.20 - Existing Indebtedness Schedule 7.03 - Existing Liens Schedule 7.06 - Existing Investment Commitments Exhibit A - Form of Notice of Borrowing Exhibit B-1 - Form of Amended and Restated Term Note Exhibit B-2 - Form of Amended and Restated Revolving Note Exhibit C - Form of Opinion(s) of Counsel to the Credit Parties Exhibit D - Form of Officer's Certificate Exhibit E - Form of Section 3.05(e)(ii) Certificate Exhibit F - Form of Amended and Restated Subsidiary Guaranty Exhibit G - Form of Amended and Restated Pledge Agreement Exhibit H - Form of Amended and Restated Security Agreement Exhibit I - Form of Compliance Certificate Exhibit J - Form of Assignment and Assumption Agreement AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 28, 2004, among UNIVERSAL AMERICAN FINANCIAL CORP., a New York corporation (the "Borrower"), the lending institutions listed from time to time on Schedule 1 hereto (each a "Bank" and, collectively, the "Banks"), and BANK OF AMERICA, N.A., as Administrative Agent (the "Administrative Agent") and L/C Issuer (defined herein). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.
