Common use of Second Amendment and Restatement Clause in Contracts

Second Amendment and Restatement. Each of the parties hereto acknowledge and agree that, upon the satisfaction of the conditions in Section 3.1, on the Second Amendment and Restatement Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the Existing Obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Second Amendment and Restatement Date), (ii) the representations and warranties made by the Borrower prior to the Second Amendment and Restatement Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Second Amendment and Restatement Date (including any failure, prior to the Second Amendment and Restatement Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Potential Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Second Amendment and Restatement Date. It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Obligations” under the Transaction Documents and that all “Obligations” of the Borrower hereunder shall continue to be secured by Liens evidenced under the Security Agreement, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Transaction Documents shall apply to all of the obligations incurred under the Existing Credit Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Transaction Document, each of the Transaction Documents shall continue in full force and effect and, from and after the Second Amendment and Restatement Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. Additionally, in connection with the foregoing, the Administrative Agent and the Lenders consent to (i) the amendment and restatement of the Original Parent Guaranty and (ii) the amendment and restatement of (a) the second amended and restated limited liability company agreement of the Borrower (as in effect on the date hereof), in form and substantive reasonably acceptable to the Administrative Agent. Notwithstanding anything contained herein to the contrary, the Original Parent Guaranty (as amended and restated on the Second Amendment and Restatement Date) and the obligations contained therein shall remain in full effect (as amended and restated) as of the Second Amendment and Restatement Date and shall survive the termination of the Transaction Documents in effect immediately prior to the effectiveness of this Agreement.

Second Amendment and Restatement. Each of the parties hereto acknowledge and agree that, upon the satisfaction of the conditions in Section 3.1, on the Second Amendment and Restatement Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the Existing Obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Second Amendment and Restatement Date), (ii) the representations and warranties made by the Borrower prior to the Second Amendment and Restatement Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Second Amendment and Restatement Date (including any failure, prior to the Second Amendment and Restatement Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Potential Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Second Amendment and Restatement Date. It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Obligations” under the Transaction Documents and that all “Obligations” of the Borrower hereunder shall continue to be secured by Liens evidenced under the Security Agreement, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Transaction Documents shall apply to all of the obligations incurred under the Existing Credit Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Transaction Document, each of the Transaction Documents shall continue in full force and effect and, from and after the Second Amendment and Restatement Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. Additionally, in connection with the foregoing, the Administrative Agent and the Lenders consent to (i) the amendment and restatement of the Original Parent Guaranty and (ii) the amendment and restatement of (a) the second amended and restated limited liability company agreement of the Borrower (as in effect on the date hereof), in form and substantive substance reasonably acceptable to the Administrative Agent. Notwithstanding anything contained herein to the contrary, the Original Parent Guaranty (as amended and restated on the Second Amendment and Restatement Date) and the obligations contained therein shall remain in full effect (as amended and restated) as of the Second Amendment and Restatement Date and shall survive the termination of the Transaction Documents in effect immediately prior to the effectiveness of this Agreement.. 109090915.7 -103-

Second Amendment and Restatement. Each of the parties hereto acknowledge and agree that, upon the satisfaction of the conditions in Section 3.1, on the Second Amendment and Restatement Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the Existing Obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Second Amendment and Restatement Date), (ii) the representations and warranties made by the Borrower prior to the Second Amendment and Restatement Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Second Amendment and Restatement Date (including any failure, prior to the Second Amendment and Restatement Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Potential Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Second Amendment and Restatement Date. It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Obligations” under the Transaction Documents and that all “Obligations” of the Borrower hereunder shall continue to be secured by Liens evidenced under the Security Agreement, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Transaction Documents shall apply to all of the obligations incurred under the Existing Credit Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Transaction Document, each of the Transaction Documents shall continue in full force and effect and, from and after the Second Amendment and Restatement Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. Additionally, in connection with the foregoing, the Administrative Agent and the Lenders consent to (i) the amendment and restatement of the Original Parent Guaranty and (ii) the amendment and restatement of (a) the second amended and restated limited liability company agreement of the Borrower (as in effect on the date hereof), in form and substantive substantivesubstance reasonably acceptable to the Administrative Agent. Notwithstanding anything contained herein to the contrary, the Original Parent Guaranty (as amended and restated on the Second Amendment and Restatement Date) and the obligations contained therein shall remain in full effect (as amended and restated) as of the Second Amendment and Restatement Date and shall survive the termination of the Transaction Documents in effect immediately prior to the effectiveness of this Agreement.

Second Amendment and Restatement. Each of the parties hereto acknowledge and agree that, upon the satisfaction of the conditions in Section 3.1, on the Second Amendment and Restatement Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the Existing Obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Second Amendment and Restatement Date), (ii) the representations and warranties made by the Borrower prior to the Second Amendment and Restatement Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Second Amendment and Restatement Date (including any failure, prior to the Second Amendment and Restatement Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Potential Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Second Amendment and Restatement Date. It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Obligations” under the Transaction Documents and that all “Obligations” of the Borrower hereunder shall continue to be secured by Liens evidenced under the Security Agreement, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Transaction Documents shall apply to all of the obligations incurred under the Existing Credit Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Transaction Document, each of the Transaction Documents shall continue in full force and effect and, from and after the Second Amendment and Restatement Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. Additionally, in connection with the foregoing, the Administrative Agent and the Lenders consent to (i) the amendment and restatement of the Original Parent Guaranty and (ii) the amendment and restatement of (a) the second amended and restated limited liability company agreement of the Borrower (as in effect on the date hereof), in form and substantive substance reasonably acceptable to the Administrative Agent. Notwithstanding anything contained herein to the contrary, the Original Parent Guaranty (as amended and restated on the Second Amendment and Restatement Date) and the obligations contained therein shall remain in full effect (as amended and restated) as of the Second Amendment and Restatement Date and shall survive the termination of the Transaction Documents in effect immediately prior to the effectiveness of this Agreement.

Second Amendment and Restatement. Each The Company and the Purchaser are parties to that certain Note Agreement dated as of December 1, 1990 (the "1990 Agreement") pursuant to which the Company sold to the Purchaser on December 20, 1990 $12,500,000 aggregate principal amount of its Senior Notes (the "1990 Notes"). The Company and the Purchaser amended and restated the 1990 Agreement pursuant to the Amended and Restated Note Agreement dated March 24, 1994 (the "1994 Agreement") which replaced in its entirety the 1990 Agreement and amended and restated the 1990 Notes pursuant to the 11.12% Amended and Restated Senior Notes dated March 24, 1994 (the "1994 Notes") which replaced in its entirety the 1990 Notes. The Company and the Purchaser have agreed that this Second Amended and Restated Note Agreement (the "Agreement") should replace in its entirety the 1994 Agreement and that from and after the date of the parties hereto acknowledge execution and agree that, upon delivery of this Agreement and the satisfaction of the conditions set forth in Section 3.1, on Section] 4 (the Second Amendment and Restatement "Closing Date"), the Existing Credit 1994 Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, or effect except to evidence (i) the incurrence by the Borrower of the Existing Obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Second Amendment and Restatement Date)specifically set forth herein, (ii) the representations and warranties that if any material representation or warranty made by the Borrower prior Company hereunder, or made by the Company in any written statement or certificate furnished by the Company in connection with the issuance and sale of the 1990 Notes or the 1994 Notes or furnished by the Company pursuant to the Second Amendment 1990 Agreement or the 1994 Agreement proves incorrect in any material respect as of the date of the issuance or making thereof (a "Prior Misstatement"), the Purchaser shall be entitled to exercise all of its rights and Restatement Date remedies under applicable law with respect to any Prior Misstatement other than the declaration of an Event of Default hereunder, and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit that the 1990 Agreement prior and the 1994 Agreement evidence the terms and conditions under which the Company heretofore has incurred obligations and liabilities to the Second Amendment and Restatement Date (including any failurePurchaser, prior to it being the Second Amendment and Restatement Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Potential Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Second Amendment and Restatement Date. It is the intention of each intent of the parties hereto that from and after the Existing Credit Agreement Closing Date, such obligations and liabilities shall be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Obligations” under the Transaction Documents and that all “Obligations” of the Borrower hereunder shall continue to be secured governed by Liens evidenced under the Security Agreement, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the Administrative Agent’s "Notes" (as defined below). Notwithstanding the provisions of the preceding sentence, in the event that any Prior Misstatement proves to be fraudulent in any material respect, such fraudulent Prior Misstatement shall constitute an Event of Default hereunder as provided in Section 8.1(f)(2). The Purchaser is aware of the adjustments of the amount of inventory of the Company Subsidiaries as described in the Company's Report On Form 10-Q for the period ending July 31, 1993 and the Lenders’ rights and remedies under this Agreement Purchaser acknowledges that such inventory adjustments and the other Transaction Documents shall apply adjustments of income and financial results caused by such inventory adjustments, to the extent accurate and taken alone, do not reveal a Prior Misstatement. The Company has agreed to execute those certain Second Amended and Restated Notes (the "Notes"), each payable to the Purchaser, which Notes (i) re-evidence all of the obligations incurred indebtedness heretofore outstanding under the Existing Credit Agreement. This amendment 1990 Notes and restatement is limited as written and is not a consent to any other amendment1994 Notes, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Transaction Document, each of the Transaction Documents shall continue in full force and effect and, from and after the Second Amendment and Restatement Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. Additionally, in connection with the foregoing, the Administrative Agent and the Lenders consent to (i) the amendment and restatement of the Original Parent Guaranty and (ii) the amendment and restatement of (a) the second amended and restated limited liability company agreement do not constitute a payment or a novation of the Borrower (as in effect on 1990 Notes or the date hereof), in form and substantive reasonably acceptable to the Administrative Agent. Notwithstanding anything contained herein to the contrary, the Original Parent Guaranty (as amended and restated on the Second Amendment and Restatement Date) and the obligations contained therein shall remain in full effect (as amended and restated) as of the Second Amendment and Restatement Date and shall survive the termination of the Transaction Documents in effect immediately prior to the effectiveness of this Agreement1994 Notes.