Commitments”, and any loans thereunder, the “Extending Revolving Credit Loans”) in accordance with the terms and subject to the conditions set forth herein, and (ii) that is not a party to this Amendment and does not elect to extend the Revolving Credit Maturity Date of its Existing Revolving Credit Commitments (each a “Non-Extending Revolving Credit Lender”), shall be deemed aNon-Extending Revolving Credit Lender, and the Borrower, pursuant to Section 5.17(c) of the Credit Agreement (which permits the Borrower to permanently repay and terminate commitments of any Class of Revolving Credit Loans on a better than a pro rata basis as compared to any other Class of Revolving Credit Loans with a later maturity date than such Class), intends to repay and terminate in full allNon-Extending Revolving Credit Commitments (as defined below) and anyNon-Extending Revolving Credit Loans (as defined below) of eachNon-Extending Revolving Credit Lender on the Amendment No. 3 Effective Date;
WHEREAS, pursuant toSection 5.13 of the Credit Agreement, (i) the Borrower may obtain Incremental Revolving Credit Commitments by entering into one or more Lender Joinder Agreements with the applicable Incremental Lenders, and (ii) a Lender Joinder Agreement may, without the consent of any other Lenders, effect such amendments to the Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect such provisions;
WHEREAS, the Borrower has requested, and each Revolving Credit Lender party hereto and listed onAnnex I hereto (collectively, the “Incremental Lenders”) has agreed to, (i) provide, on a several and not a joint basis, an Incremental Revolving Credit Commitment (as defined in the Credit Agreement) in the amount set forth opposite such Incremental Lender’s name onAnnex I hereto, in each case, which shall be an increase to the Extending Revolving Credit Commitments (as in effect following the Amendment No. 3 Effective Date, after giving effect to the amendments set forth inSections 1 and2 herein), and (ii) consent to the amendments set forth inSections 1 and3 herein;
WHEREAS, JPMorgan, Macquarie Capital (USA) Inc., Credit Suisse Loan Funding LLC, U.S. Bank National Association, KeyBanc Capital Markets Inc., Capital One, National Association, SunTrust Robinson Humphrey, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, will each act as joint lead arrangers (collectively, the “Amendment No. 3 Lead Arrangers”) in connection with this Amendment; and
WHEREAS, (i) the Borrower, the Guarantors, the Extending Lenders, the Incremental Lenders, the Issuing Lender, the Swingline Lender and the Administrative Agent agree to the amendments of the Credit Agreement as set forth herein, and (ii) solely with respect toSection 7 of this Amendment, following the effectiveness of the amendments set forth herein on the Amendment No. 3 Effective Date, the Borrower, Bank of America, N.A., and each of the Revolving Credit Lenders party hereto hereby agree to the provisions as set forth inSection 7;
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
SECTION 1. Amendments to the Credit Agreement. Each Extending Lender party hereto, each Incremental Lender party hereto, the Issuing Lender, the Swingline Lender, the
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