Common use of SIGNATURE PAGES FOLLOW Clause in Contracts

SIGNATURE PAGES FOLLOW. Signature Page to that certain Waiver and Third Amendment to 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, and the Banks party thereto. UNIVERSAL AMERICAN FINANCIAL CORP., as the Borrower By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Executive Vice President and Chief Financial Officer BANK OF AMERICA, N.A., as a Bank By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Senior Vice President ACKNOWLEDGED: BANK OF AMERICA, N.A., as the Administrative Agent By: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx, Vice President DENALI CAPITAL CLO III LTD, as a Bank By: /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx, Chief Credit Officer DENALI CAPITAL CLO IV LTD, as a Bank By: /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx, Chief Credit Officer ING CAPITAL LLC, as a Bank By: /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx, Director LASALLE BANK, N.A., as a Bank By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx, Senior Vice President XXXXXXX XXXXX BANK, FSB, as a Bank By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx, Vice President, Senior Corporate Banker SUNTRUST BANK, as a Bank By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx, First Vice President U.S. BANK NATIONAL ASSOCIATION, as a Bank By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Assistant Vice President To induce the Administrative Agent and the Banks to enter into this Waiver and Amendment, the undersigned consent and agree (a) to its execution and delivery and terms and conditions thereof, (b) that this document in no way releases, diminishes, impairs, reduces, or otherwise adversely affects any Liens, Subsidiary Guaranties, assurances, or other obligations or undertakings of any of the undersigned under any Credit Documents, and (c) that this Waiver and Amendment binds each of the undersigned and its successors and permitted assigns and inures to the benefit of the Administrative Agent, the Banks, and their respective successors and permitted assigns. WORLDNET SERVICES CORP., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Chief Financial Officer UNIVERSAL AMERICAN FINANCIAL SERVICES, INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, President QUINCY COVERAGE CORPORATION, as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, President HERITAGE HEALTH SYSTEMS, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Assistant Secretary HERITAGE HEALTH SYSTEMS OF TEXAS, INC., as a Guarantor By: /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx, Vice President HHS TEXAS MANAGEMENT, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Secretary CHCS SERVICES INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Executive Vice President CHCS INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Executive Vice President PSO MANAGEMENT OF TEXAS, LLC, as a Guarantor By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Vice President HHS-HPN NETWORK, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Secretary HHS TEXAS MANAGEMENT, L.P., as a Guarantor By: HHS Texas Management, Inc., its general partner By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Secretary

SIGNATURE PAGES FOLLOW. First Amendment to Amended and Restated Five-Year Revolving Credit Agreement ----------------------------------- 2 Signature Page to that certain Waiver and Third First Amendment to Amended and Restated Five-Year Revolving Credit Agreement dated as of the date first set forth above, among Universal American Financial Corp.Comcast Cable Communications, Inc., as the Borrower, Comcast Corporation (f/k/a AT&T Comcast Corporation), as Parent, certain Lenders party thereto, and Bank of America, N.A., as the Administrative Agent. COMCAST CABLE COMMUNICATIONS, and the Banks party thereto. UNIVERSAL AMERICAN FINANCIAL CORPCITIBANK, N.A., as a Lender INC., as the Borrower By: /s/ Kenneth Mikalauskas By: /s/ Julio Ojea Quintana ----------------------- ----------------------- Kenneth Mikalauskas Julio Ojea Quintana Xxxx Xxxxxxxxt - Finance Xxxxxxxx XOMCAST CORPORATION (f/k/a AT&T MIZUHO CORPORATE BANK LTD., as a Comcast Corporation), as Parent Lender By: /s/ Kenneth Mikalauskas By: /s/ Raymond Ventura ---------------------- ------------------- Kenneth Mikalauskas Raymond Ventura Xxxx Xxxxxxxxx - Finance Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Executive Vice President and Chief Financial Officer Xxxx Xresident BANK OF AMERICA, N.A., as Administrative Agent and as a Bank Lender BARCLAYS BANK PLC, as a Lender By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Senior Vice President ACKNOWLEDGED: BANK OF AMERICA, N.A., as the Administrative Agent Todd Shipley By: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx, Vice President DENALI CAPITAL CLO III LTDL. Peter Yetman --------------- ------------------- Todd Shipley L. Peter Yetman Xxxxxxxx Xirector Dxxxxxxx XPMORGAN CHASE BANK, as a Bank Lender WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Tracey Navin Ewing By: /s/ Patrick D. Finn ---------------------- ------------------- Tracey Navin Ewing Patrick D. Finn Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx, Chief Credit Officer DENALI CAPITAL CLO IV LTDXxxxxxxxx Xxxxxxxx Xxxxctor THE BANK OF NEW YORK, as a Bank Lender FLEET NATIONAL BANK, as a Lender By: /s/ Michael E. Masters By: /s/ Michael D. Elwell ---------------------- --------------------- Michael E. Masters Michael D. Elwell Xxxxxxxxx Xxxx-President Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx, Chief Credit Officer ING CAPITAL LLCXxxxxxxxt THE BANK OF NOVA SCOTIA, as a Bank Lender BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as a Lender By: /s/ Brenda S. Insull By: /s/ Spencer Hughes -------------------- ------------------ Brenda S. Insull Spencer Hughes Xxxxxxxxxx Xxxxxtory Xxxx Xxxxxxxxx DEUTSCHE BANK AG NEW YORK LEHMAN COMMERCIAL PAPER INC., as a BRANCH, as a Lender Lender By: /s/ William W. McGinty By: /s/ Suzanne Flynn --------------------- ----------------- William W. McGinty Suzanne Flynn Xxxxxxxx Xxxxxxxxxx Xxgnatory By: /s/ Christopher S. Hall ---------------------- Christopxxx X. Xxxxxxx Xxxx X. XxxxxxxManaging Director LLOYDS TSB BANK PLC, as a Lender SUNTRUST BANK, as a Lender By: /s/ Windsor R. Davies ---------------------- Windsor R. Davies By: /s/ Jeffrey Hauser Direxxxx ----------------- Jeffrey Hauser Director LASALLE XXX PARIBAS, as a Lender MELLON BANK, N.A., as a Bank Lender By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx, Senior Vice President XXXXXXX XXXXX BANK, FSB, as a Bank Gregg Bonardi ---------------- Gregg Bonardi By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx, Nancy E. Gale Xxxxxxxx ----------------- Nancy E. Gale Vice President, Senior Corporate Banker SUNTRUST BANK, as a Bank President By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx, First Vice President Ben Todres -------------- Ben Todres Dirxxxxx DRESDNER BANK AG NEW YORK U.S. BANK NATIONAL ASSOCIATION, as BRANCH, as a Bank Lender a Lender By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Assistant Vice Brian Schneider By /s/ Jaycee Earll ------------------ ---------------- Brian Schneider Jaycee Earll Vxxx Xxxxxxxxx Axxxxxxxx Xxxe President To induce the Administrative Agent and the Banks to enter into this Waiver and Amendment, the undersigned consent and agree (a) to its execution and delivery and terms and conditions thereof, (b) that this document in no way releases, diminishes, impairs, reduces, or otherwise adversely affects any Liens, Subsidiary Guaranties, assurances, or other obligations or undertakings of any of the undersigned under any Credit Documents, and (c) that this Waiver and Amendment binds each of the undersigned and its successors and permitted assigns and inures to the benefit of the Administrative Agent, the Banks, and their respective successors and permitted assigns. WORLDNET SERVICES CORP.By: /s/ Brian Smith -------------- Brian Smith Dirxxxxx XXEDIT SUISSE FIRST BOSTON, as a Guarantor Lenxxx Xx: /s/ SoVonna Day Goins -------------------- SoVonna Day Goins Xxce President By: /s/ Doreen B. Welch ------------------ Doreen B. Welch Xxxxxxate MERRILL LYNCH CAPITAL CORPORATIXX, xx x Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Chief Financial Officer UNIVERSAL AMERICAN FINANCIAL SERVICES, INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, President QUINCY COVERAGE CORPORATION, as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, President HERITAGE HEALTH SYSTEMS, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Assistant Secretary HERITAGE HEALTH SYSTEMS OF TEXAS, INC., as a Guarantor By: /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx, Nancy E. Xxxxxwx ------------------- Nancy E. Meadoxx Xxxxstant Vice President HHS TEXAS MANAGEMENT, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Secretary CHCS SERVICES INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Executive Vice President CHCS INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Executive Vice President PSO MANAGEMENT OF TEXAS, LLC, as a Guarantor By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Vice President HHS-HPN NETWORK, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Secretary HHS TEXAS MANAGEMENT, L.P., as a Guarantor By: HHS Texas Management, Inc., its general partner By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, SecretaryPresident

SIGNATURE PAGES FOLLOW. Signature Page to that certain Waiver and Third First Amendment to 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, and the certain Banks party thereto. UNIVERSAL AMERICAN FINANCIAL CORP., as the Borrower By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx, X. Xxxxxxxxx Title: Executive Vice President and & Chief Financial Officer BANK OF AMERICA, N.A., as a Bank By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Senior Vice President ACKNOWLEDGED: BANK OF AMERICA, N.A., and as the Administrative Agent By: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx, Vice President DENALI CAPITAL CLO III LTD, as a Bank By: /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx, Chief Credit Officer DENALI CAPITAL CLO IV LTD, as a Bank By: /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx, Chief Credit Officer ING CAPITAL LLC, as a Bank By: /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx, Director LASALLE BANK, N.A., as a Bank By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx, Xxxxx Title: Senior Vice President XXXXXXX XXXXX BANK, FSB, as a Bank By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx, Vice President, Senior Corporate Banker SUNTRUST BANK, as a Bank By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx, First Vice President U.S. BANK NATIONAL ASSOCIATION, as a Bank By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Assistant Vice President To induce the Administrative Agent and the Banks to enter into this Waiver and Amendment, the undersigned consent and agree (a) to its execution and delivery and terms and conditions thereof, (b) that this document in no way releases, diminishes, impairs, reduces, or otherwise adversely affects any Liens, Subsidiary Guaranties, assurances, or other obligations or undertakings of any of the undersigned under any Credit Documents, and (c) that this Waiver and Amendment binds each of the undersigned and its successors and permitted assigns and inures to the benefit of the Administrative Agent, the Banks, and their respective successors and permitted assigns. WORLDNET SERVICES CORP., as a Guarantor HERITAGE HEALTH SYSTEMS OF TEXAS, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx By: /s/ Xxxxxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx, Xx. Title: Chief Financial Officer Title: President UNIVERSAL AMERICAN FINANCIAL SERVICES, INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx XxxxxxxxxHHS TEXAS MANAGEMENT, President QUINCY COVERAGE CORPORATIONINC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx XxxxxxxxxX. Xxxxxx Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxx Title: President Title: Secretary QUINCY COVERAGE CORPORATION, as a Guarantor CHCS SERVICES INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: President Title: Executive Vice President HERITAGE HEALTH SYSTEMS, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Assistant Secretary HERITAGE HEALTH SYSTEMS OF TEXAS, INC., as a Guarantor ByName: /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx, Vice President HHS TEXAS MANAGEMENT, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Title: Assistant Secretary CHCS SERVICES INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Executive Vice President CHCS INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Executive Vice President PSO MANAGEMENT OF TEXAS, LLC, as a Guarantor By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Vice President HHS-HPN NETWORK, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Secretary HHS TEXAS MANAGEMENT, L.P., as a Guarantor By: HHS Texas Management, Inc., its general partner By: /s/ Xxxxxx X. Xxxxxx general partner Name: Xxxxxx X. Xxxxxx, Xxxxxx Title: Vice President By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Secretary

SIGNATURE PAGES FOLLOW. Signature Page to that certain Waiver and Third Amendment to 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, and the Banks party thereto. UNIVERSAL AMERICAN FINANCIAL XXXXXXXX FLOATING RATE FUND, LLC, CORP., as the Borrower as a Bank By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Executive Vice Xxxx Xxxxxxx, Managing Director President and Chief Financial Officer ING CAPITAL LLC, as a Bank BANK OF AMERICA, N.A., as a Bank By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Senior Vice President ACKNOWLEDGED: BANK OF AMERICA, N.A., and as the Administrative Agent By: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx, Vice President DENALI CAPITAL CLO III LTD, as a Bank By: /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx, Chief Credit Officer DENALI CAPITAL CLO IV LTD, as a Bank By: /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx, Chief Credit Officer ING CAPITAL LLC, as a Bank By: /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx, Director LASALLE By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx, Vice President SUNTRUST BANK, N.A.as a Bank THE BANK OF NEW YORK, as a Bank By: /s/ Xxxxxx Xxxxxxxxx X. Xxxx By: /s/ Xxxxxx XxXxxxxx Xxxxxxxxx X. Xxxx, Senior First Vice President Xxxxxx XxXxxxxx, Vice President XXXXXXX XXXXX BANK, FSB, as a Bank DENALI CAPITAL, LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO III, LTD, or an By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx affiliate Xxxxxx X. XxxxxxxxxXxxxxx, SeniorVice President By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Vice President, Senior Corporate Banker SUNTRUST BANKPresident OWS CLO 1 LTD., as a Bank By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. XxxxxxxDENALI CAPITAL, First Vice President U.S. BANK NATIONAL ASSOCIATIONLLC, as a Bank managing member of By: /s/ Xxxx Xxxxxxx DC Funding Partners, portfolio manager for Xxxx Xxxxxxx, Managing Director DENALI CAPITAL CLO IV, LTD, or an affiliate By: /s/ Xxxxxx X. Xxxx Xxxx Xxxxx Xxxxxx X. XxxxXxxxx, Assistant Vice President Signature Page to Waiver and Second Amendment to Amended and Restated Credit Agreement To induce the Administrative Agent and the Banks to enter into this Waiver and Amendment, the undersigned consent and agree (a) to its execution and delivery and terms and conditions thereof, (b) that this document in no way releases, diminishes, impairs, reduces, or otherwise adversely affects any Liens, Subsidiary Guaranties, assurances, or other obligations or undertakings of any of the undersigned under any Credit Documents, and (c) that this Waiver and Amendment binds each of the undersigned and its successors and permitted assigns and inures to the benefit of the Administrative Agent, the Banks, and their respective successors and permitted assigns. WORLDNET SERVICES CORP., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Chief Financial Officer UNIVERSAL AMERICAN FINANCIAL SERVICES, INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, President QUINCY COVERAGE CORPORATION, as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, President HERITAGE HEALTH SYSTEMS, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Assistant Secretary HERITAGE HEALTH SYSTEMS OF TEXAS, INC., as a Guarantor By: /s/ Xxxxx Xxxxxx Xxxxxxxxx By: /s/ Xxxxxxxx Xxxxx XxxxxxxxX. Xxxxxxxxx, Vice Xx Xxxxxx Xxxxxxxxx, Chief Financial Officer Xxxxxxxx X. Xxxxxxxxx, Xx., President UNIVERSAL AMERICAN FINANCIAL SERVICES, INC., as a Guarantor HHS TEXAS MANAGEMENT, INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx Xxxxxx Xxxxxxxxx, President Xxxxxx X. Xxxxxx, Secretary QUINCY COVERAGE CORPORATION, as a Guarantor CHCS SERVICES INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Executive Vice Xxxxxx Xxxxxxxxx, President President HERITAGE HEALTH SYSTEMS, INC., as a Guarantor CHCS INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx Xxxxxx Xxxxxxxxx, Executive Vice Xxxxxx X. Xxxxxx, Assistant Secretary President Signature Page to Waiver and Second Amendment to Amended and Restated Credit Agreement PSO MANAGEMENT OF TEXAS, LLC, as a Guarantor By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Vice President HHS-HPN NETWORK, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Secretary Xxxxxx X. Xxxxxx, Vice President HHS TEXAS MANAGEMENT, L.P., as a Guarantor By: HHS Texas Management, Inc., its general partner By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, SecretarySecretary Signature Page to Waiver and Second Amendment to Amended and Restated Credit Agreement