indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and # all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, # all Existing Letters of Credit which remain outstanding on the Closing Date shall continue as Letters of Credit under this Agreement, and # all Secured Hedge Agreement and Secured Cash Management Agreements existing on the Closing Date shall continue as Secured Hedge Agreements and Secured Cash Management Agreements under this Agreement, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Revolving Credit Commitment of the Lenders hereunder. By execution of this Agreement, each of the parties hereto who are parties to the Existing Credit Agreement consents to the amendment and restatement of the Existing Credit Agreement pursuant to the terms hereof.

Each of the parties hereto hereby agree that # the outstanding balance of the obligations under the Existing Revolving Credit Agreement remains outstanding and constitutes Obligations hereunder and # this Agreement is an amendment and restatement of the Existing Revolving Credit Agreement, all documents, instruments or agreements, if any, creating security interests or liens in favor of the “Administrative Agent” or “Lenders” as defined in the Existing Revolving Credit Agreement and securing the obligations thereunder continue to secure the Obligations under this Agreement and nothing contained herein is intended to represent a novation of any type with respect to the “Obligations” as defined in the Existing Revolving Credit Agreement or with respect to any other Indebtedness evidenced by the Existing Revolving Credit Agreement or any documents, instruments or agreements executed in connection therewith. On the Closing Date, # the commitment of any “Lender” under the Existing Revolving Credit Agreement that is not continuing as a Lender hereunder shall terminate and # the Administrative Agent shall reallocate the Commitments hereunder to reflect the terms hereof.

Effective as of the Closing Date, this Agreement amends and restates in its entirety the Original Credit Agreement. This Agreement and the other Loan Documents govern the present relationship among the Obligated Parties, the Administrative Agent and the Lenders. This Agreement, however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the creation, attachment, perfection or priority of the security interests in, and other Liens on, the Collateral, which security interests and other Liens each of the Obligated Parties, by this Agreement, acknowledges, reaffirms and confirms to Administrative Agent and the Lenders. In addition, except as otherwise provided in the Loan Documents, all obligations and liabilities and indebtedness of any Obligated Party created or existing under, pursuant to, or as a result of, the Original Credit Agreement shall continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and indebtedness the Obligated Parties, by this Agreement, acknowledge, reaffirm, confirm and assume. The Obligated Parties agree that any outstanding commitment to make advances or otherwise extend credit under the Original Credit Agreement to any Obligated Party and each other obligation of any Person (other than a Obligated Party) which is a party to the Original Credit Agreement are hereby terminated. The Obligated Parties represent and warrant that none of them have assigned or otherwise transferred any of their respective rights arising under the Original Credit Agreement. Amounts in respect of interest, fees and other amounts payable to or for the account of Administrative Agent and Lenders shall be calculated # in accordance with the provisions of the Original Credit Agreement with respect to any period (or a portion of any period) ending prior to the Closing Date (and such amounts shall be payable to the applicable Persons a party to the Original Credit Agreement in accordance with the Original Credit Agreement) and # in accordance with the provisions of this Agreement with respect to any period (or a portion of any period) commencing on or after the Closing Date.