Common use of Repricing Transaction Clause in Contracts

Repricing Transaction. If on or prior to the date that is twelve (12) months after the Amendment No. 1 Effective Date, the Borrower (x) prepays, refinances, substitutes or replaces any Term B Loan in connection with a Repricing Transaction (other than prepayments pursuant to Section 2.06(c)(iv), (vi) and (vii)), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders (including, if applicable, any Non-Consenting Lender), (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction (such fee, as applicable, the “Prepayment Premium”).” (p) Section 2.06(c)(vii) of the Credit Agreement is hereby amended by replacing the phrase “(beginning with the fiscal year ending on or about December 30, 2014)” with “(beginning with the fiscal year ending on or about December 30, 2015)”. (q) Section 2.17(a) of the Credit Agreement is hereby amended by amending and restating the sentence “Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed $50,000,000; provided, that the aggregate amount of Incremental Revolving Facilities shall not exceed $10,000,000” in its entirety as follows: “Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities established after the Amendment No. 1 Effective Date shall not exceed $50,000,000; provided, that the aggregate amount of Incremental Revolving Facilities shall not exceed $10,000,000.” (r) Clause (i) of the fourth sentence of Section 2.17(a) of the Credit Agreement is hereby amended and restated as “(i) the Borrower shall have satisfied the Applicable Condition,”. (s) Section 2.17(c) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, no Lender shall be required to provide any Incremental Loans or commitments in respect of Incremental Facilities.” (t) Section 5.01(h)(iv) of the Credit Agreement is hereby amended and restated as follows: “promptly after the Borrower has obtained knowledge of the announcement thereof, notice of any announcement by S&P or Xxxxx’x with respect to a change in the corporate family credit rating of the Borrower”. (u) Section 5.02(a)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Repricing Transaction. If In the event that, on or prior to the date first anniversary of the Closing Date, all or any portion of the Initial Term Loans or LC Facility Commitments (i) are voluntarily prepaid or terminated or mandatorily prepaid pursuant to Section 2.15(c)(i) substantially concurrently with the incurrence of any long term Indebtedness or commitments in respect of any long term Indebtedness having a Weighted Average Yield that is twelve less than the Weighted Average Yield of the Initial Term Loans (12or portion thereof) months after or LC Facility Commitments (or portion thereof) so prepaid or terminated (other than any long term Indebtedness incurred in connection with any transaction that would, if consummated, constitute a Change of Control) or (ii) repriced or effectively refinanced through any waiver, consent or amendment to this Agreement the Amendment Noresult of which would be the lowering of the Weighted Average Yield of the Initial Term Loans or LC Facility Commitments (or portion thereof) so repriced or refinanced (other than any lowering in connection with any transaction that would, if consummated, constitute a “Change of Control”) (a “Repricing Transaction”), such prepayment, repricing, termination or refinancing will be made at 101.0% of the principal amount of the Initial Term Loans and LC Facility Commitments so prepaid, repriced, terminated or refinanced. 1 Effective DateIf all or any portion of the Initial Term Loans or LC Facility Commitments held by any Lender are prepaid or terminated, the Borrower as applicable, pursuant to Section 2.24 as a result of, or in connection with, such Lender not agreeing or otherwise consenting to any waiver, consent or amendment referred to in clause (xii) prepays, refinances, substitutes above (or replaces any Term B Loan otherwise in connection with a Repricing Transaction (other than prepayments pursuant to Section 2.06(c)(ivTransaction), (vi) and (vii)), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders (including, if applicable, any Non-Consenting Lender), (I) in the case of clause (x), a such prepayment premium of 1.00will be made at 101.0% of the aggregate principal amount of the Initial Term B Loans so prepaid, refinanced, substituted prepaid or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction (such feeLC Facility Commitments so terminated, as applicable. It is expressly agreed that, the “Prepayment Premium”).” (p) Section 2.06(c)(vii) of the Credit Agreement is hereby amended by replacing the phrase “(beginning with the fiscal year ending on or about December 30, 2014)” with “(beginning with the fiscal year ending on or about December 30, 2015)”. (q) Section 2.17(a) of the Credit Agreement is hereby amended by amending and restating the sentence “Notwithstanding notwithstanding anything to the contrary herein, the aggregate amount no premium, penalty or call protection under this Section 2.14(c) shall be due in connection with a mandatory prepayment of the Incremental Facilities shall not exceed $50,000,000; provided, that the aggregate amount of Incremental Revolving Facilities shall not exceed $10,000,000” in its entirety as follows: “Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities established after the Amendment No. 1 Effective Date shall not exceed $50,000,000; provided, that the aggregate amount of Incremental Revolving Facilities shall not exceed $10,000,000.” (r) Clause (i) of the fourth sentence of Section 2.17(a) of the Credit Agreement is hereby amended and restated as “(i) the Borrower shall have satisfied the Applicable Condition,”. (s) Section 2.17(c) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, no Lender shall be required to provide any Incremental Loans or commitments in respect of Incremental Facilities.” (t) Section 5.01(h)(iv) of the Credit Agreement is hereby amended and restated as follows: “promptly after the Borrower has obtained knowledge of the announcement thereof, notice of any announcement by S&P or Xxxxx’x with respect Class required pursuant to Section 2.15 other than a change in the corporate family credit rating of the Borrower”. (umandatory prepayment required pursuant to Section 2.15(c)(i) Section 5.02(a)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:described above. 73

Repricing Transaction. If In the event that all or any portion of the Term B Loans are (x) repaid, prepaid, refinanced or replaced with any bank debt financing (including, without limitation, with Refinancing Term Loans) having a “yield” that is less than the “yield” of the Term B Loans (or portion thereof) so repaid, prepaid or refinanced or (y) repriced or effectively refinanced through any waiver, consent, amendment or amendment and restatement, in each case of clauses (x) and (y), directed at, or the result of which would be, the lowering of the “yield” of any of the Term B Loans, in each case of clauses (x) and (y), occurring on or prior to the date that is twelve six (126) months after month anniversary of the Amendment No. 1 Effective Date, the Borrower (x) prepays, refinances, substitutes or replaces Closing Date and excluding any Term B Loan transaction in connection with a Change of Control or a Transformative Acquisition (a “Repricing Transaction (other than prepayments pursuant to Section 2.06(c)(ivTransaction”), (vi) and (vii)), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders (including, if applicable, any Non-Consenting Lender), (IA) in the case of clause (x), a prepayment premium of equal to 1.00% of the aggregate principal amount of the Term B Loans so repaid, prepaid, refinanced, substituted refinanced or replaced and (IIB) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans outstanding immediately repriced or effectively refinanced through such waiver, consent, amendment or amendment and restatement. If all or any portion of the Term B Loans held by any Term B Lender is subject to mandatory assignment pursuant to Section 10.13 as a result of, or in connection with, such Term B Lender not agreeing or otherwise consenting to any such waiver, consent, amendment or amendment and restatement referred to in clause (y) above (or otherwise in connection with a Repricing Transaction) on or prior to the six (6) month anniversary of the Closing Date, the Company shall pay to such amendmentTerm B Lender a fee equal to 1.00% of the principal amount of the Term B Loans so assigned. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction or mandatory assignment. In determining the “yield” applicable to the Term B Loans and the “yield” for any such new bank debt financing, (x) interest margin, original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company for the account of the Term B Lenders or the lenders of such feenew bank debt financing in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) with respect to any Indebtedness that includes a Eurocurrency Rate “floor,” Term SOFR “floor” or Base Rate “floor,” (i) to the extent that the Eurocurrency Rate, Term SOFR or Base Rate (without giving effect to any floors in such definitions), as applicable, on the “Prepayment Premium”date that the yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the yield and (ii) to the extent that the Eurocurrency Rate, Term SOFR or Base Rate (without giving effect to any floors in such definitions).” , as applicable, on the date that the yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the yield and (pz) Section 2.06(c)(viicustomary arrangement, structuring, underwriting, amendment or commitment fees payable to the Joint Lead Arrangers (or its affiliates) in connection with the Term B Facility or to one or more arrangers (or their affiliates) of the Credit Agreement is hereby amended by replacing the phrase “(beginning with the fiscal year ending on or about December 30, 2014)” with “(beginning with the fiscal year ending on or about December 30, 2015)”. (q) Section 2.17(a) of the Credit Agreement is hereby amended by amending and restating the sentence “Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed $50,000,000; provided, that the aggregate amount of Incremental Revolving Facilities shall not exceed $10,000,000” in its entirety as follows: “Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities established after the Amendment No. 1 Effective Date shall not exceed $50,000,000; provided, that the aggregate amount of Incremental Revolving Facilities shall not exceed $10,000,000.” (r) Clause (i) of the fourth sentence of Section 2.17(a) of the Credit Agreement is hereby amended and restated as “(i) the Borrower shall have satisfied the Applicable Condition,”. (s) Section 2.17(c) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, no Lender such new bank debt financing shall be required to provide any Incremental Loans or commitments excluded. For the avoidance of doubt, in respect no event shall the application of Incremental Facilitiesproceeds of an issuance of Equity Interests be deemed a Repricing Transaction.” (t) Section 5.01(h)(iv) of the Credit Agreement is hereby amended and restated as follows: “promptly after the Borrower has obtained knowledge of the announcement thereof, notice of any announcement by S&P or Xxxxx’x with respect to a change in the corporate family credit rating of the Borrower”. (u) Section 5.02(a)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Repricing Transaction. If In the event that all or any portion of the Term B-1 Loans are (x) repaid, prepaid, refinanced or replaced with any bank debt financing (including, without limitation, with Refinancing Term Loans) having a “yield” that is less than the “yield” of the Term B-1 Loans (or portion thereof) so repaid, prepaid or refinanced or (y) repriced or effectively refinanced through any waiver, consent, amendment or amendment and restatement, in each case of clauses (x) and (y), directed at, or the result of which would be, the lowering of the “yield” of any of the Term B-1 Loans, in each case of clauses (x) and (y), occurring on or prior to the date that is twelve six (126) months after month anniversary of the ClosingFourth Amendment No. 1 Effective Date, the Borrower (x) prepays, refinances, substitutes or replaces Date and excluding any Term B Loan transaction in connection with a Change of Control or a Transformative Acquisition (a “Repricing Transaction (other than prepayments pursuant to Section 2.06(c)(ivTransaction”), (vi) and (vii)), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders (including, if applicable, any Non-Consenting Lender), (IA) in the case of clause (x), a prepayment premium of equal to 1.00% of the aggregate principal amount of the Term B B-1 Loans so repaid, prepaid, refinanced, substituted refinanced or replaced and (IIB) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B B-1 Loans outstanding immediately repriced or effectively refinanced through such waiver, consent, amendment or amendment and restatement. If all or any portion of the Term B-1 Loans held by any Term B-1 Lender is subject to mandatory assignment pursuant to Section 10.13 as a result of, or in connection with, such Term B-1 Lender not agreeing or otherwise consenting to any such waiver, consent, amendment or amendment and restatement referred to in clause (y) above (or otherwise in connection with a Repricing Transaction) on or prior to the six (6) month anniversary of the ClosingFourth Amendment Effective Date, the Company shall pay to such amendmentTerm B-1 Lender a fee equal to 1.00% of the principal amount of the Term B-1 Loans so assigned. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction or mandatory assignment. In determining the “yield” applicable to the Term B-1 Loans and the “yield” for any such new bank debt financing, (x) interest margin, original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company for the account of the Term B-1 Lenders or the lenders of such feenew bank debt financing in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) with respect to any Indebtedness that includes a Eurocurrency Rate “floor,” Term SOFR “floor” or Base Rate “floor,” (i) to the extent that the Eurocurrency Rate, Term SOFR or Base Rate (without giving effect to any floors in such definitions), as applicable, on the “Prepayment Premium”date that the yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the yield and (ii) to the extent that the Eurocurrency Rate, Term SOFR or Base Rate (without giving effect to any floors in such definitions).” , as applicable, on the date that the yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the yield and (pz) Section 2.06(c)(viicustomary arrangement, structuring, underwriting, amendment or commitment fees payable to the Joint Lead Arrangers (or its affiliates) in connection with the Term B-1 Facility or to one or more arrangers (or their affiliates) of the Credit Agreement is hereby amended by replacing the phrase “(beginning with the fiscal year ending on or about December 30, 2014)” with “(beginning with the fiscal year ending on or about December 30, 2015)”. (q) Section 2.17(a) of the Credit Agreement is hereby amended by amending and restating the sentence “Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed $50,000,000; provided, that the aggregate amount of Incremental Revolving Facilities shall not exceed $10,000,000” in its entirety as follows: “Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities established after the Amendment No. 1 Effective Date shall not exceed $50,000,000; provided, that the aggregate amount of Incremental Revolving Facilities shall not exceed $10,000,000.” (r) Clause (i) of the fourth sentence of Section 2.17(a) of the Credit Agreement is hereby amended and restated as “(i) the Borrower shall have satisfied the Applicable Condition,”. (s) Section 2.17(c) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, no Lender such new bank debt financing shall be required to provide any Incremental Loans or commitments excluded. For the avoidance of doubt, in respect no event shall the application of Incremental Facilitiesproceeds of an issuance of Equity Interests be deemed a Repricing Transaction.” (t) Section 5.01(h)(iv) of the Credit Agreement is hereby amended and restated as follows: “promptly after the Borrower has obtained knowledge of the announcement thereof, notice of any announcement by S&P or Xxxxx’x with respect to a change in the corporate family credit rating of the Borrower”. (u) Section 5.02(a)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Repricing Transaction. If In the event that all or any portion of the Term B-1 Loans are (x) repaid, prepaid, refinanced or replaced with any bank debt financing (including, without limitation, with Refinancing Term Loans) having a “yield” that is less than the “yield” of the Term B-1 Loans (or portion thereof) so repaid, prepaid or refinanced or (y) repriced or effectively refinanced through any waiver, consent, amendment or amendment and restatement, in each case of clauses (x) and (y), directed at, or the result of which would be, the lowering of the “yield” of any of the Term B-1 Loans, in each case of clauses (x) and (y), occurring on or prior to the date that is twelve six (126) months after month anniversary of the Fourth Amendment No. 1 Effective Date, the Borrower (x) prepays, refinances, substitutes or replaces Date and excluding any Term B Loan transaction in connection with a Change of Control or a Transformative Acquisition (a “Repricing Transaction (other than prepayments pursuant to Section 2.06(c)(ivTransaction”), (vi) and (vii)), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders (including, if applicable, any Non-Consenting Lender), (IA) in the case of clause (x), a prepayment premium of equal to 1.00% of the aggregate principal amount of the Term B B-1 Loans so repaid, prepaid, refinanced, substituted refinanced or replaced and (IIB) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B B-1 Loans outstanding immediately repriced or effectively refinanced through such waiver, consent, amendment or amendment and restatement. If all or any portion of the Term B-1 Loans held by any Term B-1 Lender is subject to mandatory assignment pursuant to Section 10.13 as a result of, or in connection with, such Term B-1 Lender not agreeing or otherwise consenting to any such waiver, consent, amendment or amendment and restatement referred to in clause (y) above (or otherwise in connection with a Repricing Transaction) on or prior to the six (6) month anniversary of the Fourth Amendment Effective Date, the Company shall pay to such amendmentTerm B-1 Lender a fee equal to 1.00% of the principal amount of the Term B-1 Loans so assigned. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction or mandatory assignment. In determining the “yield” applicable to the Term B-1 Loans and the “yield” for any such new bank debt financing, (x) interest margin, original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company for the account of the Term B-1 Lenders or the lenders of such feenew bank debt financing in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) with respect to any Indebtedness that includes a Eurocurrency Rate “floor,” Term SOFR “floor” or Base Rate “floor,” (i) to the extent that the Eurocurrency Rate, Term SOFR or Base Rate (without giving effect to any floors in such definitions), as applicable, on the “Prepayment Premium”date that the yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the yield and (ii) to the extent that the Eurocurrency Rate, Term SOFR or Base Rate (without giving effect to any floors in such definitions).” , as applicable, on the date that the yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the yield and (pz) Section 2.06(c)(viicustomary arrangement, structuring, underwriting, amendment or commitment fees payable to the Joint Lead Arrangers (or its affiliates) in connection with the Term B-1 Facility or to one or more arrangers (or their affiliates) of the Credit Agreement is hereby amended by replacing the phrase “(beginning with the fiscal year ending on or about December 30, 2014)” with “(beginning with the fiscal year ending on or about December 30, 2015)”. (q) Section 2.17(a) of the Credit Agreement is hereby amended by amending and restating the sentence “Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed $50,000,000; provided, that the aggregate amount of Incremental Revolving Facilities shall not exceed $10,000,000” in its entirety as follows: “Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities established after the Amendment No. 1 Effective Date shall not exceed $50,000,000; provided, that the aggregate amount of Incremental Revolving Facilities shall not exceed $10,000,000.” (r) Clause (i) of the fourth sentence of Section 2.17(a) of the Credit Agreement is hereby amended and restated as “(i) the Borrower shall have satisfied the Applicable Condition,”. (s) Section 2.17(c) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, no Lender such new bank debt financing shall be required to provide any Incremental Loans or commitments excluded. For the avoidance of doubt, in respect no event shall the application of Incremental Facilitiesproceeds of an issuance of Equity Interests be deemed a Repricing Transaction.” (t) Section 5.01(h)(iv) of the Credit Agreement is hereby amended and restated as follows: “promptly after the Borrower has obtained knowledge of the announcement thereof, notice of any announcement by S&P or Xxxxx’x with respect to a change in the corporate family credit rating of the Borrower”. (u) Section 5.02(a)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Repricing Transaction. If In the event that all or any portion of the Term B Loans are (x) repaid, prepaid, refinanced or replaced with any bank debt financing (including, without limitation, with Refinancing Term Loans) having a “yield” that is less than the “yield” of the Term B Loans (or portion thereof) so repaid, prepaid or refinanced or (y) repriced or effectively refinanced through any waiver, consent, amendment or amendment and restatement, in each case of clauses (x) and (y), directed at, or the result of which would be, the lowering of the “yield” of any of the Term B Loans, in each case of clauses (x) and (y), occurring on or prior to the date that is twelve six (126) months after month anniversary of the Amendment No. 1 Effective Date, the Borrower (x) prepays, refinances, substitutes or replaces Closing Date and excluding any Term B Loan transaction in connection with a Change of Control or a Transformative Acquisition (a “Repricing Transaction (other than prepayments pursuant to Section 2.06(c)(ivTransaction”), (vi) and (vii)), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders (including, if applicable, any Non-Consenting Lender), (IA) in the case of clause (x), a prepayment premium of equal to 1.00% of the aggregate principal amount of the Term B Loans so repaid, prepaid, refinanced, substituted refinanced or replaced and (IIB) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans outstanding immediately repriced or effectively refinanced through such waiver, consent, amendment or amendment and restatement. If all or any portion of the Term B Loans held by any Term B Lender is subject to mandatory assignment pursuant to Section 10.13 as a result of, or in connection with, such Term B Lender not agreeing or otherwise consenting to any such waiver, consent, amendment or amendment and restatement referred to in clause (y) above (or otherwise in connection with a Repricing Transaction) on or prior to the six (6) month anniversary of the Closing Date, the Company shall pay to such amendmentTerm B Lender a fee equal to 1.00% of the principal amount of the Term B Loans so assigned. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction or mandatory assignment. In determining the “yield” applicable to the Term B Loans and the “yield” for any such new bank debt financing, (x) interest margin, original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company for the account of the Term B Lenders or the lenders of such feenew bank debt financing in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) with respect to any Indebtedness that includes a Eurocurrency Rate “floor” or Base Rate “floor,” (i) to the extent that the Eurocurrency Rate or Base Rate (without giving effect to any floors in such definitions), as applicable, on the “Prepayment Premium”date that the yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the yield and (ii) to the extent that the Eurocurrency Rate or Base Rate (without giving effect to any floors in such definitions).” , as applicable, on the date that the yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the yield and (pz) Section 2.06(c)(viicustomary arrangement, structuring, underwriting, amendment or commitment fees payable to the Joint Lead Arrangers (or its affiliates) in connection with the Term B Facility or to one or more arrangers (or their affiliates) of the Credit Agreement is hereby amended by replacing the phrase “(beginning with the fiscal year ending on or about December 30, 2014)” with “(beginning with the fiscal year ending on or about December 30, 2015)”. (q) Section 2.17(a) of the Credit Agreement is hereby amended by amending and restating the sentence “Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed $50,000,000; provided, that the aggregate amount of Incremental Revolving Facilities shall not exceed $10,000,000” in its entirety as follows: “Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities established after the Amendment No. 1 Effective Date shall not exceed $50,000,000; provided, that the aggregate amount of Incremental Revolving Facilities shall not exceed $10,000,000.” (r) Clause (i) of the fourth sentence of Section 2.17(a) of the Credit Agreement is hereby amended and restated as “(i) the Borrower shall have satisfied the Applicable Condition,”. (s) Section 2.17(c) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, no Lender such new bank debt financing shall be required to provide any Incremental Loans or commitments excluded. For the avoidance of doubt, in respect no event shall the application of Incremental Facilitiesproceeds of an issuance of Equity Interests be deemed a Repricing Transaction.” (t) Section 5.01(h)(iv) of the Credit Agreement is hereby amended and restated as follows: “promptly after the Borrower has obtained knowledge of the announcement thereof, notice of any announcement by S&P or Xxxxx’x with respect to a change in the corporate family credit rating of the Borrower”. (u) Section 5.02(a)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows: