investigation by Agent or any Bank or any closing shall affect
the representations and warranties or the right of Agent or any Bank to rely
upon them. Without prejudice to the survival of any other obligation of Borrower
or Parent hereunder, the obligations of Borrower and Parent under Article V and
Sections 13.1 and 13.2 shall survive repayment of the Loans and the Revolving
Notes, the expiration or termination of the Letters of Credit, and termination
of the Revolving Commitments.
Section 13.10. Entire Agreement; Amendment and Restatement; Ratification. THIS
AGREEMENT, THE REVOLVING NOTES, AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN
EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY
AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS,
WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF (PROVIDED THAT
THE FEE LETTER DATED APRIL 29, 2005, FROM JPMORGAN AND J.P. MORGAN SECURITIES,
INC. TO PARENT IS NOT REPLACED BY THE LOAN DOCUMENTS) AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES HERETO. This Agreement amends and restates the
Second Credit Agreement in its entirety. The execution of this Agreement, the
Revolving Note, and the other Loan Documents executed in connection herewith
does not extinguish the indebtedness outstanding in connection with the Second
Credit Agreement nor does it constitute a novation. At all times during the
period prior to the date hereof, all of the provisions of the Second Credit
Agreement are hereby ratified and confirmed and shall remain in full force and
effect. Any reference in any Loan Document to the Second Credit Agreement, the
Existing Credit Agreement or the Original Credit Agreement is hereby amended to
be a reference to this Agreement. The Parent, Borrower, Agent and the Banks
ratify and confirm each of the Loan Documents entered into prior to the Closing
Date (but excluding the Second Credit Agreement, the Existing Credit Agreement
and the Original Credit Agreement) and agree that such Loan Documents continue
to be legal, valid, binding and enforceable in accordance with their respective
terms, except as modified hereby as described below. PARENT, BORROWER AND EACH
OTHER OBLIGATED PARTY (BY ITS EXECUTION OF THIS AGREEMENT BELOW), REPRESENTS AND
WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR
DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS. TO INDUCE
AGENT AND THE BANKS TO ENTER INTO THIS AGREEMENT, PARENT, BORROWER AND EACH
OTHER OBLIGATED PARTY WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR
COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND
HEREBY RELEASES AGENT AND THE BANKS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, AND ATTORNEYS (COLLECTIVELY THE "RELEASED PARTIES") FROM ANY AND ALL
OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR
DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH
PARENT, BORROWER OR ANY OTHER OBLIGATED PARTY EVER HAD, NOW HAS, CLAIMS TO HAVE
OR MAY HAVE