Amendment and Restatement. (a) Subject to [Section 4.01], this Agreement amends and restates in its entirety the Existing Credit Agreement. All rights, benefits, indebtedness, interest, liabilities and obligations of the parties to the Existing Credit Agreement are hereby amended, restated, replaced and superseded, in their entirety, on the terms and provisions set forth herein; provided that all indemnification obligations of the Borrowers pursuant to the Existing Credit Agreement shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. In furtherance of the foregoing, # each party hereto acknowledges and agrees that, on and as of the Restatement Effective Date, [Schedule 2.01] sets forth all the Commitments of all the Lenders (and no Person whose name does not appear on [Schedule 2.01] shall have, or shall be deemed to have, a Commitment on the Restatement Effective Date, it being understood and agreed that each such Person, if a Lender under the Existing Credit Agreement, shall continue to be entitled to the benefits of [Sections 2.14, 2.16, 2.17 and 10.03]3]3]3] of the Existing Credit Agreement) and # each Global Tranche

SECTION # Amendment and Restatement. The parties hereto agree that, on the Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: # the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; # all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement; and # the “Commitments” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be adjusted as necessary such that, on and as of Effective Date, the Commitments hereunder shall be as set forth on [Schedule 2.01]. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment and restatement of the Existing Credit Agreement made under and in accordance with the terms of [Section 9.02] of the Existing Credit Agreement.

SECTION # Amendment and Restatement of Existing Credit Agreement. The parties to this Agreement agree that, upon # the execution and delivery by each of the parties hereto of this Agreement and # satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All “Loans” made and “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date (other than any “Term Loans” under (and as defined in) the Existing Credit Agreement to the extent repaid on the Effective Date) shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. The security interests in and liens on the Collateral created or continued by the Security Documents, whether executed pursuant to the Existing Credit Agreement or the Guarantee and Collateral Agreement, are intended to and shall secure or continue to secure the Obligations under this Agreement and such security interests and liens shall remain outstanding and subject to the terms of this Agreement and the Guarantee and Collateral Agreement. Without limiting the foregoing, upon the occurrence of the Effective Date: # all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “[[Administrative Agent:Organization]]”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to [[Administrative Agent:Organization]], this Agreement and the Loan Documents, # the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, # all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, # [[Administrative Agent:Organization]] shall make such reallocations, sales, assignments, designations or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Effective Date, # the Existing Loans, if any, of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Revolving Credit Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder (provided, however, that each Departing Lender shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.033]) and # the Borrowers hereby agree to compensate each Lender and each Departing Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Term Benchmark Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation (and any repayment or prepayment of a Departing Lender’s Loan) described above, in each case on the terms and in the manner set forth in Section 2.16 hereof.