NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
SECTION I. AMENDMENTS TO FIRST LIEN CREDIT AGREEMENT
As used in this Third Amendment (including the recitals hereof), the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.
“Third Amendment Effective Date” means March 24, 2017.
“Third Amendment Lead Arrangers” means Goldman Sachs Lending Partners LLC and KeyBanc Capital Markets.
“Third Amendment Transactions” means, collectively, the transactions and the other agreements contemplated by this Third Amendment and, in each case, the payment of fees, premiums, expenses and other transaction costs incurred in connection therewith (including funding any “original issue discount” or other upfront fees, as applicable).
SECTION II. AMENDMENTS TO FIRST LIEN CREDIT AGREEMENT
2.1 | Amendments to First Lien Credit Agreement. |
2.1.1 Section 1.01 of the First Lien Credit Agreement is hereby amended by inserting the following new definitions, in appropriate alphabetical order:
“Third Amendment” means the Third Amendment to First Lien Credit Agreement, dated as of March 24, 2017, by and among the Borrower, Holdings, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent and each Lender party thereto.
“Third Amendment Effective Date” has the meaning assigned to the term “Third Amendment Effective Date” in the Third Amendment.
2.1.2 Clause (a) of the definition of “Applicable Rate” in Section 1.01 of the First Lien Credit Agreement is hereby amended and restated in its entirety to read as follows:
“(a)(1) prior to the Third Amendment Effective Date, in the case of Term Loans, (A) for Eurocurrency Rate Loans, 4.75% and (B) for Base Rate Loans, 3.75%, and (2) on and after the Third Amendment Effective Date, in the case of Term Loans, (A) for Eurocurrency Rate Loans, 4.25% and (B) for Base Rate Loans, 3.25%;”
2.1.3 Section 2.05(a)(iv) is hereby amended by replacing such clause 2.05(a)(iv) with the following:
“In the event that, on or prior to the six-month anniversary of the Third Amendment Effective Date, the Borrower (x) prepays, refinances, substitutes or replaces any Term Loans pursuant to a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iv) that constitutes a Repricing Transaction), or (y) effects any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each
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