It is the intention of each of the parties hereto that (a) the Existing Credit Agreement be amended and restated in its entirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, (b) that all Indebtedness and Obligations of the Borrowers and the Guarantors hereunder and under the other Credit Documents shall be secured by the liens and security interests evidenced under the Credit Documents (as defined in the Existing Credit Agreement), as amended hereby and by the Master Reaffirmation Agreements, the UK Second Supplemental Debenture, the UK Second Supplemental Partnership Debenture and the UK Second Supplemental Share Charge and that such documents (other than any such documents which have been amended and restated on the Effective Date) shall continue in full force and effect as so amended and (c) that this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Existing Credit Agreement (or serve to terminate Sections 12.06 and 13.01 of the Existing Credit Agreement or any of the Borrowers’ obligations thereunder with respect to the Agents (as defined in the Existing Credit Agreement) or the Lenders (as defined in the Existing Credit Agreement) or any other Indemnified Persons (as defined in the Existing Credit Agreement).  The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 13.12 of the Existing Credit Agreement.  In addition, unless specifically amended hereby, each of the Credit Documents shall continue in full force and effect.  This Agreement restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Effective Date, any reference in any of the other Credit Documents to the “ABL Credit Agreement” or the “Credit Agreement” or any like term shall be deemed to refer to this Agreement.  Each Lender with a Revolving Loan Commitment on the Effective Date shall be deemed to have agreed that its Revolving Loan Commitment set forth on Schedule 1.01(a) hereto replaces in its entirety such Lender’s “Revolving Loan Commitment” under the Existing Credit Agreement (if any) and each such Lender shall further be deemed to agree that (a) the repayment in full of all outstanding “Revolving Loans” and “Swingline Loans” (each as defined in the Existing Credit Agreement) together with all interest, fees and other amounts accrued and payable thereon and all fees and other amounts accrued and payable in respect of all “Letters of Credit” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, in each case, to such date on the Effective Date with the proceeds of the initial Borrowing of Revolving Loans under this Agreement, (b) the continuance of the outstanding “Letters of Credit” (as defined in the Existing Credit Agreement) as Letters of Credit under this Agreement, constitutes the payment in full of all Obligations owed to it under the Existing Credit Agreement (other than unasserted contingent obligations that would survive the termination of the Existing Credit Agreement) and (c) such Lender waives the right to any compensation due under Section 2.11 of the Existing Credit Agreement solely as a result of the early repayment in full of all outstanding “Revolving Loans” (as defined in the Existing Credit Agreement) on the Effective Date.