Exhibit
10.1


 


EXECUTION
COPY


 


AMENDMENT No. 1, dated as of December 9,
2009 (this “Amendment”), to the Second Amended and Restated Credit
Agreement, dated as of June 18, 2007 (the “Credit Agreement”),
among LPL Investment Holdings, Inc., a Delaware corporation (“Holdings”),
LPL Holdings, Inc., a Massachusetts corporation (the “Borrower”),
the lending institutions from time to time parties thereto (the “Lenders”),
Goldman Sachs Credit Partners L.P., as sole lead arranger, sole book runner and
syndication agent, Morgan Stanley Senior Funding, Inc., as Administrative
Agent, and Morgan Stanley & Co., as Collateral Agent. Capitalized
terms used but not defined herein have the meanings provided for in the Credit
Agreement.


 


WHEREAS, Section 13.1
of the Credit Agreement permits the Required Lenders or, with the consent of
the Required Lenders, the Administrative Agent to enter into certain
amendments, supplements or other modifications to the Credit Agreement and the
other Credit Documents with the relevant Credit Parties;


 


WHEREAS, the Credit Parties
desire to amend the Credit Agreement and the other Credit Documents on the
terms set forth herein;


 


NOW, THEREFORE, in
consideration of the premises and covenants 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.


 


(a)                                  Section 1.1 of the
Credit Agreement is hereby amended by adding the following definitions in
proper alphabetical order:


 


“Additional Lender” shall mean, at any time,
any Person (other than any such Person that is a Lender at such time) that
agrees to provide any portion of an Incremental
Term Loan Commitment, an Additional/Replacement Revolving Credit Commitment or
Incremental Revolving Credit Commitment Increase pursuant to an Incremental
Agreement in accordance with Section 2.14.


 


“Additional/Replacement Revolving Credit
Commitment” shall have the meaning provided in Section 2.14(a).


 


“Additional/Replacement Revolving Credit Facility”
shall mean each tranche of Additional/Replacement Revolving Credit Commitments
made pursuant to Section 2.14.


 


“Additional/Replacement Revolving Credit Loans”
shall mean any loan made to the Borrower under a tranche of
Additional/Replacement Revolving Credit Commitments.


 


“Additional/Replacement Revolving Credit Lender”
shall mean, at any time, any Lender that has an Additional/Replacement
Revolving Credit Commitment.


 

















 


“Adjusted Total Additional/Replacement Revolving
Credit Commitment” shall mean, at any time, with respect to any tranche of
Additional/Replacement Revolving Credit Commitments, the Total
Additional/Replacement Revolving Credit Commitment for such tranche less
the aggregate Additional/Replacement Credit Commitments of all Defaulting
Lenders in such tranche.


 


“Amendment No. 1” shall mean Amendment No. 1
to this Agreement, dated as of December 9, 2009.


 


“Contractual Obligation” shall mean, as to
any Person, any provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or
by which it or any of its property is bound other than the Obligations.


 


“Existing Class” shall mean Existing Term
Loan Classes and each Class of Existing Revolving Credit Commitments.


 


“Existing Revolving Credit Commitments” shall
have the meaning provided in Section 2.15(a)(ii).


 


“Existing Revolving Credit Loans” shall have
the meaning provided in Section 2.15(a)(ii).


 


“Existing Term Loan Class” shall have the
meaning provided in Section 2.15(a)(i).


 


“Extended Loans/Commitments” shall mean
Extended Term Loans, Extended Revolving Credit Loans and/or Extended Revolving
Credit Commitments.


 


“Extended Repayment Date” shall have the
meaning provided in Section 2.5(c).


 


“Extended Revolving Credit Commitments” shall
have the meaning provided in Section 2.15(a)(ii).


 


“Extended Revolving Credit Facility” shall
mean each tranche of Extended Revolving Credit Commitments established pursuant
to Section 2.15(a)(ii).


 


“Extended Revolving Credit Loans” shall have
the meaning provided in Section 2.15(a)(ii).


 


“Extended Term Loan Facility” shall mean each
tranche of Extended Term Loans made pursuant to Section 2.15.


 


“Extended Term Loan Repayment Amount” shall
have the meaning provided in Section 2.5(c).


 


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“Extended Term Loans” shall have the meaning
provided in Section 2.15(a)(i).


 


“Extending Lender” shall have the meaning
provided in Section 2.15(b).


 


“Extension Agreement” shall have the meaning
provided in Section 2.15(c).


 


“Extension Election” shall have the meaning
provided in Section 2.15(b).


 


“Extension Request” shall mean Term Loan
Extension Requests and Revolving Credit Extension Requests.


 


“Extension Series” shall mean all Extended
Term Loans and Extended Revolving Credit Commitments that are established
pursuant to the same Extension Agreement (or any subsequent Extension Agreement
to the extent such Extension Agreement expressly provides that the Extended
Term Loans or Extended Revolving Credit Commitments, as applicable, provided
for therein are intended to be a part of any previously established Extension
Series) and that provide for the same interest margins, extension fees, if any,
and amortization schedule.


 


“First Lien Obligations” shall mean the
Obligations and the Permitted Other Debt Obligations (other than any Permitted
Other Debt Obligations that are unsecured or are secured by a Lien ranking
junior to the Lien securing the Obligations), collectively.


 


“First Lien Secured Parties” shall mean the
Secured Parties and the Permitted Other Debt Secured Parties and any
representative on their behalf for such purposes (other than in the case of
Permitted Other Debt Secured Parties whose Permitted Other Debt Obligations are
unsecured or are secured by a Lien ranking junior to the Lien securing the
Obligations, such Permitted Other Debt Secured Parties and any other
representative on their behalf), collectively.


 


“Incremental
Agreement” shall have the meaning set forth in Section 2.14(e).


 


“Incremental
Facility Closing Date” shall have the meaning
provided in Section 2.14(e).


 


“Incremental Limit” shall have the meaning
provided in Section 2.14(b).


 


“Incremental
Revolving Credit Commitment Increase” shall have the meaning provided
in Section 2.14(a).


 


“Incremental
Revolving Credit Commitment Increase Lender” shall have the meaning provided
in Section 2.14(f)(i).


 


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“Incremental
Term Loan Commitment” shall mean the commitment of any lender to
make Incremental Term Loans of a particular tranche pursuant to Section 2.14(a).


 


“Incremental
Term Loan Facility” shall mean each tranche of
Incremental Term Loans made pursuant to Section 2.14.


 


“Incremental Term Loan Maturity Date” shall mean, with respect
to any tranche of Incremental Term Loans made pursuant to Section 2.14,
the final maturity date thereof.


 


“Incremental
Term Loans” shall have the meaning provided in Section 2.14(a).


 


“Permitted Other Debt Documents” shall mean any
document or instrument (including any guarantee, security agreement or mortgage
and which may include any or all of the Credit Documents) issued or executed
and delivered with respect to any Permitted Other Debt by any Credit Party.


 


“Permitted Other Debt Obligations” shall
mean, if any secured Permitted Other Debt is issued or incurred, the collective
reference to (a) the due and punctual payment of (i) the principal of
and premium, if any, and interest at the applicable rate provided in the
Permitted Other Debt Documents (including interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) on the
indebtedness outstanding thereunder, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment, redemption or
otherwise and (ii) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), of the Borrower
or any other Credit Party to any of the Permitted Other Debt Secured Parties
under the Permitted Other Debt Documents and (b) the due and punctual
performance of all covenants, agreements, obligations and liabilities of the
Borrower and each other Credit Party under or pursuant to the Permitted Other
Debt Documents.


 


“Permitted Other Debt Secured Parties” shall
mean the holders from time to time of the secured Permitted Other Debt
Obligations (and any representative on their behalf).


 


“Permitted Other Debt” shall mean senior
secured or senior unsecured, senior subordinated or subordinated debt (which
debt, if secured, may either have the same lien priority as the Obligations or
may be secured by a Lien ranking junior to the Lien securing the Obligations),
in either case issued by any Credit Party, (a) the terms of which do not
provide for any scheduled repayment, mandatory redemption or sinking fund
obligations prior to, at the time of incurrence, of such Permitted Other Debt,
the latest Maturity Date of any Credit Facility outstanding on the date of such
incurrence 


 


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(other than customary offers
to repurchase upon a change of control, asset sale or casualty or condemnation
event and customary acceleration rights after an event of default), (b) the
covenants, events of default, guarantees, collateral and other terms of such
Indebtedness (provided that such Indebtedness shall have interest rates,
fees, funding discounts and redemption or prepayment premiums determined by the
Borrower to be market rates, fees, discounts and premiums at the time of
issuance of such Indebtedness), taken as a whole, are determined by the
Borrower to be market terms on the date of issuance and in any event are not
more restrictive on the Borrower and its Restricted Subsidiaries than the terms
of this Agreement (as in effect on the effective date of Amendment No. 1)
and do not require the maintenance or achievement of any financial performance
standards other than as a condition to the relevant Credit Party’s right to
take specified actions under the relevant Permitted Other Debt Documents; provided
that a certificate of an Authorized Officer of the relevant Credit Party shall
be delivered to the Administrative Agent prior to the pricing (or any similar
commitment event on the part of the Credit Parties) of such Indebtedness,
together with a reasonably detailed description of the material terms and
conditions of such Indebtedness or drafts of the documentation relating
thereto, stating that the Borrower has determined in good faith that such terms
and conditions satisfy the foregoing requirements, (c) if such
Indebtedness is senior subordinated or subordinated Indebtedness, the terms of
such Indebtedness provide for customary subordination of such Indebtedness to the
Obligations, (d) if such Indebtedness is secured, such Indebtedness shall
not be secured by any property or assets other than the Collateral, (e) no
Subsidiary of the Borrower (other than a Guarantor) is an obligor under such
Indebtedness and (f) the Net Cash Proceeds from the issuance of such
Indebtedness shall be applied to repay Term Loans in accordance with the terms
of Section 5.2.


 


“Repayment Amount”  shall mean a Tranche D Term Loan Repayment
Amount, an Extended Term Loan Repayment Amount with respect to any Extension Series and
the amount of any installment of Incremental Term Loans scheduled to be repaid
on any date.


 


“Required Additional/Replacement Revolving Credit
Lenders” shall mean, with respect to each tranche of Additional/Replacement
Revolving Credit Commitments at any date, Non-Defaulting Lenders having or
holding a majority of (a) the Adjusted Total Additional/Replacement
Revolving Credit Commitment of such tranche at such date or (b) if the
Total Additional/Replacement Revolving Credit Commitment of such tranche has
been terminated at such time, the outstanding principal amount of the
Additional/Replacement Revolving Credit Loans of such tranche and the related
letter of credit exposure (excluding the letter of credit exposure of Defaulting
Lenders) in the aggregate at such date.


 


“Revolving Credit Extension Request” shall
have the meaning provided in Section 2.15(a)(ii).


 


“Section 2.15 Additional Agreement”
shall have the meaning provided in Section 2.15(c).


 


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“Specified Existing Revolving Credit Commitment
Class” shall have the meaning provided in Section 2.15(a)(ii).


 


“Term Loan Extension Request” shall have the
meaning provided in Section 2.15(a)(i).


 


“Total Additional/Replacement Revolving Credit
Commitment” shall mean the sum of Additional/Replacement Revolving Credit
Commitments of all the Lenders providing any tranche of Additional/Replacement
Revolving Credit Commitments.


 


“Total Incremental Term Loan Commitment”
shall mean the sum of the Incremental Term Loan Commitments of any tranche of
Incremental Term Loans of all the Lenders providing such tranche of Incremental
Term Loans.


 


(b)                                 Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Borrowing”
contained therein and replacing it with the following:


 


““Borrowing” shall mean and include (a) the
incurrence of Swingline Loans from the Swingline Lender on a given date and (b) the
incurrence of one Class and Type of Loan on a given date (or resulting
from conversions on a given date) having a single Maturity Date and, in the
case of Eurodollar Loans, the same Interest Period (provided that ABR
Loans incurred pursuant to Section 2.10(b) shall be considered part
of any related Borrowing of Eurodollar Loans).”


 


(c)                                  Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Class”
contained therein and replacing it with the following:


 


““Class”,
when used in reference to any Loan or Borrowing, shall refer to whether such
Loan, or the Loans comprising such Borrowing, are Revolving Credit Loans,
Tranche D Term Loans, Incremental Term Loans, Extended Term Loans (of the same
Extension Series), Extended Revolving Credit Loans (of the same Extension
Series), Additional/Replacement Revolving Credit Loans (made pursuant to the
same tranche) or Swingline Loans and, when used in reference to any Commitment,
refers to whether such Commitment is a Revolving Credit Commitment, a Tranche D
Term Loan Commitment, an Incremental Term Loan Commitment, an Extended
Revolving Credit Commitment (of the same Extension Series), an
Additional/Replacement Revolving Credit Commitment (made pursuant to the same
tranche) or a Swingline Commitment.”


 


(d)                                 Section 1.1 of the Credit Agreement is hereby
amended by deleting the definition of “Commitments” contained therein
and replacing it with the following:


 


““Commitments” shall mean, with respect to
each Lender (to the extent applicable), such Lender’s Revolving Credit
Commitment, Tranche D Term Loan Commitment, Incremental Term Loan Commitment,
Extended Revolving Credit Commitment, Additional/Replacement Revolving Credit
Commitment or Swingline Commitment.”


 


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(e)                                  Section 1.1 of the Credit Agreement is hereby
amended by deleting the definition of “Credit Facility” contained
therein and replacing it with the following:


 


““Credit
Facility” shall mean any of the Tranche D Term Loan Facility, any
Incremental Term Loan Facility, any Extended Term Loan Facility, any Extended
Revolving Credit Facility, the Revolving Credit Facility and any
Additional/Replacement Revolving Credit Facility.”


 


(f)                                    Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Debt
Incurrence Prepayment Event” contained therein and replacing it with the
following:


 


““Debt Incurrence Prepayment Event” shall
mean any issuance or incurrence by the Borrower or any of the Restricted
Subsidiaries of any Indebtedness, but excluding Indebtedness permitted to be
issued or incurred under Section 10.1 (other than under Section 10.1(i)(ii),
Section 10.1(v)(i) or pursuant to clause (i) of the proviso to Section 2.14(b)).”


 


(g)                                 Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Eurodollar
Loan” contained therein and replacing it with the following:


 


““Eurodollar Loan” shall mean any Loan
bearing interest at rate determined by reference to the Eurodollar Rate.”


 


(h)                                 Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Interest
Period” contained therein and replacing it with the following:


 


““Interest Period”
shall mean, with respect to any Term Loan, Revolving Credit Loan,
Additional/Replacement Revolving Credit Loan or Extended Revolving Credit Loan,
the interest period applicable thereto, as determined pursuant to Section 2.9.”


 


(i)                                     Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Loan”
and replacing it with the following:


 


““Loan” shall
mean any Revolving Credit Loan, Additional/Replacement Revolving Credit Loan
(including swingline loans made thereunder), Extended Revolving Credit Loan,
Swingline Loan or Term Loan made by any Lender hereunder.”


 


(j)                                     Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Maturity
Date” contained therein and replacing it with the following:


 


“Maturity Date” shall mean the Tranche D Term Loan Maturity
Date, the Revolving Credit Maturity Date, any maturity date related to any
tranche of Additional/Replacement Revolving Credit Commitments, any Incremental
Term Loan Maturity Date, any maturity date related to any Extension Series of
Extended Term Loans and any maturity date related to any Extension Series of
Extended Revolving Credit Commitments.”


 


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(k)                                  Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Required
Lenders” contained therein and replacing it with the following:


 


““Required Lenders” shall mean, at any date, Non-Defaulting
Lenders having or holding a majority of the sum of (a) the outstanding
principal amount of the Term Loans in the aggregate at such date, (b)(i) the
Adjusted Total Revolving Credit Commitment at such date or (ii) if the
Total Revolving Credit Commitment has been terminated or for the purposes of
acceleration pursuant to Section 11, the aggregate outstanding principal
amount of the Revolving Credit Loans and Revolving Credit Exposure (excluding
the Revolving Credit Exposure of Defaulting Lenders) at such time, (c)(i) the
Adjusted Total Additional/Replacement Revolving Credit Commitment of each
tranche of Additional/Replacement Revolving Credit Commitments at such date or (ii) if
the Total Additional/Replacement Revolving Credit Commitment of any tranche of
Additional/Replacement Revolving Credit Commitments has been terminated or for
purposes of acceleration pursuant to Section 11, the outstanding principal
amount of the Additional/Replacement Revolving Credit Loans of such tranche and
the related letter of credit exposure (excluding the letter of credit exposure
of Defaulting Lenders) in the aggregate at such date and (d)(i) the
Extended Revolving Credit Commitments of each Extension Series at such
date or (ii) if the Extended Revolving Credit Commitments of any Extension
Series has been terminated or for the purposes of acceleration pursuant to
Section 11, the outstanding principal amount of the Extended Revolving
Credit Loans of such Extension Series and the related letter of credit
exposure (excluding the letter of credit exposure of Defaulting Lenders) in the
aggregate at such date.”


 


(l)                                     Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Required
Revolving Credit Lenders” contained therein and replacing it with the
following:


 


““Required Revolving Credit
Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding
a majority of (a) the Adjusted Total Revolving Credit Commitment at such
date or (b) if the Total Revolving Credit Commitment has been terminated
or for the purposes of acceleration pursuant to Section 11, the aggregate
outstanding principal amount of the Revolving Credit Loans and Revolving Credit
Exposure (excluding the Revolving Credit Exposure of Defaulting Lenders) at
such time.”


 


(m)                               Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Revolving
Credit Commitment” contained therein and replacing it with the following:


 


““Revolving Credit Commitment” shall mean, (a) with
respect to each Lender that is a Lender on the Closing Date, the amount set
forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s “Revolving
Credit Commitment”, as such Revolving Credit Commitment may be reduced from
time to time pursuant to the terms hereof, (b) in the case of any Lender
that becomes a Lender after the Closing Date, the amount specified as such
Lender’s “Revolving Credit Commitment” in the Assignment and Acceptance
pursuant to which such Lender assumed a portion of the Total Revolving


 


8
















 


Credit Commitment, as such Revolving Credit Commitment may be reduced
from time to time pursuant to the terms hereof and (c) in the case of any
Lender that increases its Revolving Credit Commitment or becomes an Incremental
Revolving Credit Commitment Increase Lender, in each case pursuant to Section 2.14,
the amount specified in the applicable Incremental Agreement, as such Revolving
Credit Commitment may be reduced from time to time pursuant to the terms
hereof.  The aggregate amount of
Revolving Credit Commitments as of the Closing Date was $100,000,000.”


 


(n)                                 Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Security
Documents” contained therein and replacing it with the following:


 


““Security Documents”
shall mean, collectively, (a) the Security Agreement, (b) the Pledge
Agreement, (c) the First Reaffirmation Agreement and the Second
Restatement Reaffirmation Agreement (d) the Mortgages, (e) any
intercreditor agreement executed and delivered pursuant to Section 10.2 and
(f) each other security agreement or other instrument or document executed
and delivered pursuant to Section 9.11, 9.12 or 9.14 or pursuant to any
other such Security Documents or Permitted Other Debt Documents to secure or
perfect the security interest in any or all of the First Lien Obligations.”


 


(o)                                 Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Term Loan”
contained therein and replacing it with the following:


 


““Term Loan” shall mean a Tranche D Term Loan, an Incremental Term Loan or any
Extended Term Loans, as applicable.”


 


(p)                                 Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Total
Commitment” contained therein and replacing it with the following:


 


““Total Commitment”
shall mean the sum of the Total Tranche D Term Loan Commitment, the Total
Incremental Term Loan Commitment, the Total Revolving Credit Commitment and the
Total Additional/Replacement Revolving Credit Commitment.”


 


(q)                                 Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Type”
contained therein and replacing it with the following:


 


““Type” shall mean (a) as
to any Term Loan, its nature as an ABR Loan or a Eurodollar Loan, (b) as
to any Revolving Credit Loan, its nature as an ABR Loan or a Eurodollar Loan
and (c) as to any Additional/Replacement Revolving Credit Loans, its
nature as an ABR Loan or a Eurodollar Loan.”


 


(r)                                    Section 1.1 of the
Credit Agreement is hereby amended by deleting the following definitions
contained therein in their entirety:  “Adjusted
Total New Term Loan Commitment”, “Eurodollar New Term Loan”, “Eurodollar
Revolving Credit Loan”, “Eurodollar Term Loan”, “Eurodollar
Tranche D Term Loan”, “Increased Amount Date”, “Joinder Agreement”,
“New Letter of Credit Exposure”, “New Commitments”, “New Term
Loan 


 


9

















 


Commitments”, “New Term Loan Facility”, “New Term
Loan Lender”, “New Term Loans”, “New Term Loan Maturity Date”,
“Revolving Credit Increase Lender”, “Revolving Credit Increase”, “Series”,
“Total New Term Loan Commitment”


 


(s)                                  Clause (iv) of Section 2.1(a) is
hereby amended by deleting such clause contained therein and replacing it with
the foregoing:


 


“(iv) may at the option
of the Borrower be incurred and maintained as, and/or converted into, ABR Loans
or Eurodollar Loans; provided that all such Tranche D Term Loans made by
each of the Tranche D Term Lenders pursuant to the same Borrowing shall, unless
otherwise provided herein, consist entirely of Tranche D Term Loans of the same
Type”


 


(t)                                    Clause (v) of Section 2.1(b) of
the Credit Agreement is hereby amended by deleting such clause in its entirety
and replacing it with the foregoing:


 


“(v) may at the option
of the Borrower be incurred and maintained as, and/or converted into, ABR Loans
or Eurodollar Loans; provided that all Revolving Credit Loans made by
each of the Lenders pursuant to the same Borrowing shall, unless otherwise
specifically provided herein, consist entirely of Revolving Credit Loans of the
same Type”


 


(u)                                 Clauses (ii) and (iii) of
Section 2.3(a) are hereby amended by deleting such clause contained
therein and replacing them with the foregoing:


 


“(ii) the date of the
Borrowing (which shall be (x) in the case of Tranche D Term Loans, the
Effective Date and (y) in the case of Incremental Term Loans, the relevant
Incremental Facility Closing Date) and (iii) whether the Term Loans shall
consist of ABR Loans and/or Eurodollar Loans and, if the Term Loans are to
include Eurodollar Loans, the Interest Period to be initially applicable
thereto.”


 


(v)                                 Clause (i) of Section 2.3(b) of
the Credit Agreement is hereby amended by deleting such clause in its entirety
and replacing it with the foregoing:


 


“(i) prior to 1:00 p.m.
(New York time) at least three Business Days’ prior written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing of
Eurodollar Loans,”


 


(w)                               Clause (iii) of Section 2.3(b) of
the Credit Agreement is hereby amended by deleting such clause in its entirety
and replacing it with the foregoing:


 


“(iii) whether the
respective Borrowing shall consist of ABR Loans or Eurodollar Loans and, if
Eurodollar Loans, the Interest Period to be initially applicable thereto.”


 


(x)                                   Section 2.5(a) of
the Credit Agreement is hereby replaced in its entirety as follows:


 


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“(a)  The Borrower
shall repay to the Administrative Agent, for the benefit of the applicable
Lenders, (i) on the Tranche D Term Loan Maturity Date, all then
outstanding Tranche D Term Loans, (ii) on the relevant maturity date for
any tranche of Incremental Term Loans, all then outstanding Incremental Term
Loans of such tranche, (iii) on the Revolving Credit Maturity Date, all
then outstanding Revolving Credit Loans, (iv) on the relevant maturity
date for any tranche of Additional/Replacement Revolving Credit Commitments,
all then outstanding Additional/Replacement Revolving Credit Loans, (v) on
the relevant maturity date for any Extension Series of Extended Term
Loans, all then outstanding Extended Term Loans of such Extension Series, (vi) on
the relevant maturity date for any Extension Series of Extended Revolving
Credit Commitments, all then outstanding Extended Revolving Credit Loans of
such Extension Series and (vii) on the Swingline Maturity Date, all
then outstanding Swingline Loans.”


 


(y)                                 Section 2.5(c) of
the Credit Agreement is hereby replaced in its entirety as follows:


 


“In the event any Incremental Term Loans are
made, such Incremental Term Loans shall mature and be repaid in amounts (each
such amount, an “Incremental Term Loan Repayment Amount”) and on dates
as agreed between the Borrower and the relevant Lenders of such Incremental
Term Loans in the applicable Incremental Agreement, subject to the requirements
set forth in Section 2.14.  In the
event that any Extended Term Loans are established, such Extended Term Loans
shall, subject to the requirements of Section 2.15, be repaid by the
Borrower in the amounts (each such amount, an “Extended Term Loan Repayment
Amount”) and on the dates (each an “Extended Repayment Date”) set
forth in the applicable Extension Agreement. In the event any Extended
Revolving Credit Commitments are established, such Extended Revolving Credit
Commitments shall, subject to Section 2.15, be terminated (and all
Extended Revolving Credit Loans of the same Extension Series repaid) on
dates set forth in the applicable Extension Agreement.”


 


(z)                                   Section 2.5(e) of
the Credit Agreement is hereby replaced in its entirety as follows:


 


“(e) The Administrative Agent shall maintain
the Register pursuant to Section 13.6(b), and a subaccount for each
Lender, in which Register and subaccounts (taken together) shall be recorded (i) the
amount of each Loan made hereunder, whether such Loan is a Tranche D Term Loan,
an Incremental Term Loan (and the relevant tranche thereof), a Revolving Credit
Loan, an Additional/Replacement Revolving Credit Loan, an Extended Term Loan,
an Extended Revolving Credit Loan or Swingline Loan, as applicable, the Type of
each Loan made and the Interest Period applicable thereto, (ii) the amount
of any principal or interest due and payable or to become due and payable from
the Borrower to each Lender or the Swingline Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder from the
Borrower and each Lender’s share thereof.”


 


(aa)                            Section 2.6(a) of
the Credit Agreement is hereby replaced in its entirety as follows:


 


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“(a) The Borrower shall have the option on any
Business Day to convert all or a portion equal to at least the Minimum
Borrowing Amount of the outstanding principal amount of Term Loans, Revolving
Credit Loans, Additional/Replacement Revolving Credit Loans or Extended
Revolving Credit Loans of one Type into a Borrowing or Borrowings of another
Type and (y) the Borrower shall have the option on any Business Day to
continue the outstanding principal amount of any Eurodollar Loans as Eurodollar
Loans for an additional Interest Period; provided that (i) no
partial conversion of Eurodollar Loans shall reduce the outstanding principal
amount of Eurodollar Loans made pursuant to a single Borrowing to less than the
Minimum Borrowing Amount, (ii) ABR Loans may not be converted into
Eurodollar Loans if a Default or Event of Default is in existence on the date
of the conversion and the Administrative Agent has, or the Required Lenders in
respect of the Credit Facility that is subject to such conversion have,
determined in its or their sole discretion not to permit such conversion, (iii) Eurodollar
Loans may not be continued as Eurodollar Loans for an additional Interest
Period if a Default or Event of Default is in existence on the date of the
proposed continuation and the Administrative Agent has, or the Required Lenders
in respect of the Credit Facility that is subject to such continuation have,
determined in its or their sole discretion not to permit such continuation and (iv) Borrowings
resulting from conversions pursuant to this Section 2.6 shall be limited
in number as provided in Section 2.2. 
Each such conversion or continuation shall be effected by the Borrower
by giving the Administrative Agent at the applicable Administrative Agent’s
Office prior to 1:00 p.m. (New York time) at least (i) three Business
Days’, in the case of a continuation of, or conversion to, Eurodollar Loans or (ii) one
Business Day’s in the case of a conversion into ABR Loans, prior written notice
(or telephonic notice promptly confirmed in writing) (each, a “Notice of
Conversion or Continuation”) specifying the Loans to be so converted or
continued, the Type of Loans to be converted into or continued and, if such
Loans are to be converted into, or continued as, Eurodollar Loans, the Interest
Period to be initially applicable thereto (if no Interest Period is selected,
the Borrower shall be deemed to have selected an Interest Period of one month’s
duration).  The Administrative Agent
shall give each applicable Lender notice as promptly as practicable of any such
proposed conversion or continuation affecting any of its Loans.”


 


(bb)                          The third sentence of Section 2.7
of the Credit Agreement is hereby replaced in its entirety as follows:


 


“Each Borrowing of Incremental Term Loans under this
Agreement shall be granted by the Lenders of the relevant tranche thereof on a
pro rata basis of their then applicable Incremental Term Loan Commitments. Each
borrowing of Additional/Replacement Revolving Credit Loans under the Agreement
shall be granted by the Lenders thereof on a pro rata basis of their then
applicable Additional/Replacement Revolving Credit Commitments for the
applicable tranche.”


 


(cc)                            Section 2.14 of the
Credit Agreement is hereby replaced in its entirety as follows:


 


12

















 


“2.14  Incremental Facilities.


 


(a)  The Borrower may, at any time or from time
to time after the Closing Date, by written notice delivered to the
Administrative Agent no later than 10 days prior to the anticipated Incremental
Facility Closing Date (or such shorter period as may be agreed by the
Administrative Agent in its discretion) (whereupon the Administrative Agent
shall promptly deliver a copy to each of the Lenders), request (i) one or
more additional tranches of term loans (the “Incremental Term Loans”), (ii) one
or more increases in the amount of the Revolving Credit Commitments (each such
increase, an “Incremental Revolving Credit Commitment Increase”) or (iii) one
or more additional tranches of revolving credit commitments (the “Additional/Replacement
Revolving Credit Commitments”); provided that both at the time of
any such request and after giving effect to the effectiveness of any
Incremental Agreement referred to below, no Default or Event of Default shall
exist and at the time that any such Incremental Term Loan, Incremental
Revolving Credit Commitment Increase or Additional/Replacement Revolving Credit
Commitments is made or effected (and after giving effect thereto), no Default
or Event of Default shall exist; provided, further, that after giving effect to
the incurrence of such Incremental Term Loans or borrowing under such
Incremental Revolving Credit Commitment Increase or borrowing under such Additional/Replacement Revolving Credit Commitments (and after
giving effect to any investment to be consummated in connection therewith), the
Borrower and the Restricted Subsidiaries shall be in pro forma compliance with
the requirements of Sections 10.9 and 10.10 computed as of the last day of the
most recent Test Period, in each case as if such Incremental Term Loans,
Incremental Revolving Credit Commitment Increase or Additional/Replacement
Revolving Credit Commitments, as applicable, had been outstanding on the last
day of such Test Period for testing compliance therewith.


 


(b)  Each tranche of Incremental Term Loans,
each Incremental Revolving Credit Commitment Increase and each tranche of
Additional/Replacement Revolving Credit Commitments shall be in an aggregate
principal amount that is not less than $25,000,000 (provided that such
amount may be less than $25,000,000 if such amount represents all remaining
availability under the limit set forth below in this Section 2.14(b)) and the aggregate amount of the Incremental
Term Loans, Incremental Revolving Credit Commitment Increases and the Additional/Replacement Revolving Credit Commitments shall not
exceed $150,000,000 (the “Incremental Limit”); provided
that (i) Incremental Term Loans may be incurred without regard to the
Incremental Limit, to the extent that the Net Cash Proceeds from such
Incremental Term Loans are used on the date of incurrence of such Incremental
Term Loans to make the prepayments as required pursuant to Section 5.2(a)(i),
(ii) Additional/Replacement Revolving Credit Commitments may be provided
without regard to the Incremental Limit to the extent that the existing
Revolving Credit Commitments shall be reduced in accordance with Section 5.2(e)(ii) by
an amount equal to the aggregate amount of Additional/Replacement Revolving
Credit Commitments so provided, (iii) in no event shall there be more than
three Classes of revolving credit commitments outstanding at any one time and (iv) in
no event shall there be more than six Classes of Term Loans outstanding at any
one time.


 


(c)  (A) The Incremental Term Loans (i) shall
rank pari passu in right of payment and of security with the Tranche D Term
Loans, (ii) shall not mature earlier than the Tranche D Term Loan Maturity
Date, (iii) shall have all-in pricing (including, without 


 


13

















 


limitation, margins, fees,
funding discounts, and premiums) and, subject to clause (ii) above, a
maturity date and amortization schedules determined by the Borrower and the
lenders thereof, (iv) shall have voluntary and mandatory prepayments
subject to the provisions of Section 5.1 and 5.2 and (v) shall
otherwise have terms and conditions substantially similar to those of the
Tranche D Term Loans unless the differences are (x) solely technical in
nature or (y) made for the benefit of the Lenders of the Tranche D Term
Loans.


 


(B) The Incremental Revolving Credit Commitment
Increase shall be treated the same as the Revolving Credit Commitments
(including with respect to maturity date thereof) and shall be considered to be
part of the Revolving Credit Facility.


 


(C) The Additional/Replacement Revolving Credit
Commitments (i) shall rank pari passu in right of payment and of security
with the Revolving Credit Loans, (ii) shall not mature earlier than the
Revolving Credit Maturity Date and shall require no mandatory commitment reduction
prior to the Revolving Credit Maturity Date, (iii) shall have all-in
pricing (including, without limitation, margins, fees, premiums and funding
discounts) determined by the Borrower and the lenders of such commitments; (iv) shall
contain procedures that require Additional/Replacement Revolving Credit Loans
thereunder to be borrowed and repaid (other than in connection with a permanent
repayment and termination of commitments) on a pro rata basis with any
borrowings and repayments of Revolving Credit Loans under the Revolving Credit
Commitments (which procedures may be implemented through the applicable
Incremental Agreement and may include technical changes related to the
borrowing and repayment procedures of the Revolving Credit Facility), (v) shall
have voluntary and mandatory reductions of commitment rights that are subject
to the provisions of Sections 4.2 and 5.2(e)(ii), (vi) may include provisions
relating to swingline loans and/or letters of credit, as applicable, issued
thereunder, which issuances shall be on terms substantially similar (except for
the overall size of such subfacilities, the fees payable in connection
therewith and the identity of the swingline lender and letter of credit issuer,
as applicable, which shall be determined by the Borrower, the lenders of such
commitments and the applicable letter of credit issuers and swingline lenders
and borrowing, repayment and termination of commitment procedures with respect
thereto, in each case which shall be specified in the applicable Incremental
Agreement) to the terms relating to Swingline Loans and Letters of Credit with
respect to the Revolving Credit Commitments or otherwise reasonably acceptable
to the Administrative Agent and (vii) shall otherwise have terms and
conditions substantially similar to those of the Revolving Credit Facility
unless the differences are (x) solely technical in nature or (y) made
for the benefit of the Lenders of the Revolving Credit Commitments.


 


(d)  Each notice
from the Borrower pursuant to this Section 2.14 shall be given in writing
and shall set forth the requested amount and proposed terms of the relevant
Incremental Term Loans, Incremental Revolving Credit Commitment Increases or Additional/Replacement Revolving Credit
Commitments.  Incremental Term Loans may
be made, and Incremental Revolving Credit Commitment
Increases or Additional/Replacement Revolving Credit Commitments may be
provided, subject to the prior written consent of the Borrower (not to be
unreasonably withheld) by any existing 


 


14

















 


Lender
(it being understood that (i) each existing Lender may elect or decline,
in its sole discretion, to make a portion of any Incremental Term Loan, (ii) each
existing Lender with a Revolving Credit Commitment may elect or decline, in its
sole discretion, to provide a portion of any Incremental Revolving Credit
Commitment Increase or any Additional/Replacement Revolving Credit Commitment
and (iii) the Borrower shall have simultaneously offered the existing
Lenders the opportunity to provide any such Incremental Term Loans, Incremental
Revolving Credit Commitment Increases or Additional/Replacement Revolving
Commitments) or by any Additional Lender; provided that the
Administrative Agent shall have consented (not to be unreasonably withheld) to
such Lender’s or Additional Lender’s making such Incremental Term Loans or
providing such Incremental Revolving Credit Commitment Increases or
Additional/Replacement Revolving Credit Commitments, if such consent would be
required under Section 13.6(b) for an assignment of Loans or
Commitments, as applicable, to such Lender or Additional Lender.


 


(e)  Commitments in respect of Incremental
Term Loans, Incremental Revolving Credit Commitment Increases and
Additional/Replacement Revolving Credit Commitments shall become Commitments
(or in the case of an Incremental Revolving Credit Commitment Increase to be
provided by an existing Lender with a Revolving Credit Commitment, an increase
in such Lender’s applicable Revolving Credit Commitment) under this Agreement
pursuant to an amendment (an “Incremental Agreement”) to this Agreement
and, as appropriate, the other Credit Documents, executed by Holdings, the
Borrower, each Lender agreeing to provide such Commitment, if any, each
Additional Lender, if any, and the Administrative Agent.  The Incremental Agreement may, subject to Section 2.14(c),
without the consent of any other Lender, effect such amendments to this
Agreement and the other Credit Documents as may be necessary, in the reasonable
opinion of the Administrative Agent and the Borrower, to effect the provisions
of this Section.  The effectiveness of
any Incremental Agreement shall be subject to the satisfaction on the date
thereof (each, an “Incremental Facility Closing Date”) of each of the
conditions set forth in Section 7 (it being understood that all references
to “the date of such Credit Event” or similar language in such Section 7
shall be deemed to refer to the effective date of such Incremental Agreement),
the delivery to the Administrative Agent of legal opinions of counsel
reasonably requested by the Administrative Agent in connection with any such
transaction and such other conditions as the parties thereto shall agree.  The Borrower will use the proceeds of the
Incremental Term Loans, Incremental Revolving Credit Commitment Increases and
Additional/Replacement Revolving Credit Commitments for any purpose not
prohibited by this Agreement; provided, however, that the
proceeds of any Incremental Term Loans incurred, and any Additional/Replacement
Revolving Credit Commitments provided, in either case as described in the
proviso to Section 2.14(b), shall be used in accordance with the terms
thereof.


 


(f) (i) Upon each increase in the
Revolving Credit Commitments pursuant to this Section, each Lender with a
Revolving Credit Commitment immediately prior to such increase will
automatically and without further act be deemed to have assigned to each Lender
providing a portion of the Incremental Revolving Credit Commitment Increase (each,
an “Incremental Revolving Credit Commitment Increase Lender”) in 


 


15

















 


respect of such increase,
and each such Incremental Revolving Commitment Increase Lender will
automatically and without further act be deemed to have assumed, a portion of
such Lender’s participations hereunder in outstanding Letters of Credit and
Swingline Loans such that, after giving effect to each such deemed assignment
and assumption of participations, the percentage of the aggregate outstanding (A) participations
hereunder in Letters of Credit and (B) participations hereunder in
Swingline Loans held by each Lender with a Revolving Credit Commitment
(including each such Incremental Revolving Commitment Increase Lender) will
equal the percentage of the aggregate Revolving Credit Commitments of all
Lenders represented by such Lender’s Revolving Credit Commitment.  If, on the date of such increase, there are
any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or
prior to the effectiveness of such Incremental Revolving Credit Commitment
Increase be prepaid from the proceeds of additional Revolving Credit Loans made
hereunder (reflecting such increase in Revolving Credit Commitments), which
prepayment shall be accompanied by accrued interest on the Revolving Credit
Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.11.  The Administrative Agent and the Lenders
hereby agree that the minimum borrowing, pro rata borrowing and pro rata
payment requirements contained elsewhere in this Agreement shall not apply to
the transactions effected pursuant to the immediately preceding sentence.


 


(ii) Upon each provision of
Additional/Replacement Revolving Credit Commitments pursuant to clause (ii) of
the proviso to Section 2.14(b), each Lender with a Revolving Credit
Commitment immediately prior to the providing of such Additional/Replacement
Revolving Loan Commitments will automatically and without further act be deemed
to have assigned to each Lender providing a portion of such
Additional/Replacement Revolving Credit Commitment in respect of such
provision, and each such Lender will automatically and without further act be
deemed to have assumed, a portion of such Revolving Credit Lender’s participations
hereunder in outstanding Letters of Credit and Swingline Loans such that, after
giving effect to such deemed assignment and assumption of participations, the
percentage of the aggregate outstanding (x) participations hereunder in
Letters of Credit and (y) participations hereunder in Swingline Loans held
by each Lender with a Revolving Credit Commitment and each Lender with an
Additional/Replacement Revolving Credit Commitment will equal the
percentage of the aggregate Revolving Credit Commitments and aggregate
Additional/Replacement Revolving Credit Commitments of all Lenders represented
by such Lender’s Revolving Credit Commitment and Additional/Replacement
Revolving Credit Commitment, as applicable. 
If, on the date of the providing of such Additional/Replacement
Revolving Credit Commitments pursuant to clause (ii) of the proviso to Section 2.14(b),
there are any Revolving Credit Loans outstanding, such Revolving Credit Loans
shall, on or prior to the effectiveness of such Additional/Replacement Revolving
Credit Commitments, be prepaid from the proceeds of Additional/Replacement
Revolving Credit Loans made hereunder (reflecting such Additional/Replacement
Revolving Credit Commitments), which prepayment shall be accompanied by accrued
and unpaid interest on the Revolving Credit Loans being prepaid and any costs
incurred by any Lender in accordance with Section 2.11.  The Administrative Agent and
the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro
rata payment requirements contained elsewhere in this Agreement 


 


16
















 


shall not apply to the
transactions effected pursuant to the immediately preceding sentence.”


 


(dd)                          A new Section 2.15 of
the Credit Agreement is hereby added as follows:


 


“2.15.                  Extensions of Term Loans,
Revolving Credit Loans and Revolving Credit Commitments and
Additional/Replacement Revolving Credit Loans and Additional/Replacement
Revolving Credit Commitments. (a)(i) The Borrower
may at any time and from time to time request that all or a portion of each
Term Loan of any Class (an “Existing Term Loan Class”) be exchanged
to extend the scheduled final maturity date thereof (any such Term Loans which
have been so extended, “Extended Term Loans”) and to provide for other
terms consistent with this Section 2.15. 
Prior to entering into any Extension Agreement with respect to any
Extended Term Loans, the Borrower shall provide written notice to the
Administrative Agent (who shall provide a copy of such notice to each of the
Lenders of the applicable Existing Term Loan Class) (a “Term Loan Extension
Request”) setting forth the proposed terms of the Extended Term Loans to be
established, which terms shall be identical to the Term Loans of the Existing
Term Loan Class from which they are to be extended except (x) the
scheduled final maturity date shall be extended and all or any of the scheduled
amortization payments of all or a portion of any principal amount of such
Extended Term Loans may be delayed to later dates than the scheduled
amortization of principal of the Term Loans of such Existing Term Loan Class (with
any such delay resulting in a corresponding adjustment to the scheduled
amortization payments reflected in Section 2.5 or in the Incremental
Agreement, as the case may be, with respect to the Existing Term Loan Class of
Term Loans from which such Extended Term Loans were extended, in each case as
more particularly set forth Section 2.15(c) below), (y) all-in
pricing (including, without limitation, margins, fees and premiums) with
respect to the Extended Term Loans may be higher or lower than the all-in
pricing (including, without limitation, margins, fees and premiums) for the
Term Loans of such Existing Term Loan Class, in each case, to the extent
provided in the applicable Extension Agreement and (z) the voluntary and
mandatory prepayment rights of the Extended Term Loans shall be subject to the
provisions set forth in Sections 5.1 and 5.2. 
No Lender shall have any obligation to agree to have any of its Term
Loans of any Existing Term Loan Class exchanged into Extended Term Loans
pursuant to any Term Loan Extension Request. 
Any Extended Term Loans of any Extension Series shall constitute a
separate Class of Term Loans from the Existing Term Loan Class of
Term Loans from which they were extended; provided that in no event
shall there be more than six Classes of Term Loans outstanding at any time.


 


(ii) The Borrower may at any time and from time
to time request that all or a portion of the Revolving Credit Commitments
and/or any Additional/Replacement Revolving Credit Commitments (and, in each
case, including any previously extended Revolving Credit Commitments and/or
Additional/Replacement Revolving Credit Commitments) existing at the time of
such request (each, an “Existing Revolving Credit Commitment” and any
related revolving credit loans under any such facility, “Existing Revolving
Credit Loans”) be exchanged to extend the termination date thereof and the
scheduled maturity date(s) of any payment of principal with respect to all
or a portion of 


 


17

















 


any principal amount of Existing Revolving Credit
Loans related to such Existing Revolving Credit Commitments (any such Existing
Revolving Credit Commitments which have been so extended, “Extended
Revolving Credit Commitments” and any related revolving credit loans, “Extended
Revolving Credit Loans”) and to provide for other terms consistent with
this Section 2.15.  Prior to
entering into any Extension Agreement with respect to any Extended Revolving
Credit Commitments, the Borrower shall provide a notice to the Administrative
Agent (who shall provide a copy of such notice to each of the Lenders of the
applicable Class of Existing Revolving Credit Commitments) (a “Revolving
Credit Extension Request”) setting forth the proposed terms of the Extended
Revolving Credit Commitments to be established thereunder, which terms shall be
identical to those applicable to the Existing Revolving Credit Commitments from
which they are to be extended (the “Specified Existing Revolving Credit
Commitment Class”) except (x) all or any of the final maturity dates
of such Extended Revolving Credit Commitments may be delayed to later dates
than the final maturity dates of the Existing Revolving Credit Commitments of
the Specified Existing Revolving Credit Commitment Class, (y) the all-in
pricing (including, without limitation, margins, fees and premiums) with
respect to the Extended Revolving Credit Commitments may be higher or lower
than the all-in pricing (including, without limitation, margins, fees and
premiums) for the Existing Revolving Credit Commitments of the Specified
Existing Revolving Credit Commitment Class and (z) the revolving
credit commitment fee rate with respect to the Extended Revolving Credit
Commitments may be higher or lower than the revolving credit commitment fee
rate for Existing Revolving Credit Commitments of the Specified Existing
Revolving Credit Commitment, in each case, to the extent provided in the
applicable Extension Agreement; provided that, notwithstanding anything
to the contrary in this Section 2.15 or otherwise, (1) the borrowing
and repayment (other than in connection with a permanent repayment and
termination of commitments) of the Extended Revolving Credit Loans under any
Extended Revolving Credit Commitments shall be made on a pro rata basis with
any borrowings and repayments of the Existing Revolving Credit Loans (the
mechanics for which may be implemented through the applicable Extension
Agreement and may include technical changes related to the borrowing and
repayment procedures of the Revolving Credit Facility), (2) assignments
and participations of Extended Revolving Credit Commitments and Extended
Revolving Credit Loans shall be governed by the assignment and participation
provisions set forth in Section 13.6 and (3)(I) in the case of Section 4.2,
and clause (ii) of the proviso to Section 2.14(b), no permanent
repayment of Extended Revolving Credit Loans (and corresponding permanent
reduction in the related Extended Revolving Credit Commitments) shall be
permitted unless all Existing Revolving Credit Loans and all Existing Revolving
Credit Commitments of the Specified Existing Revolving Credit Commitment Class,
shall have been repaid in full and terminated, respectively and (II) in
all other cases, no termination of Extended Revolving Credit Commitments and no
repayment of Extended Revolving Credit Loans accompanied by a corresponding
permanent reduction in Extended Revolving Credit Commitments shall be 


 


18

















 


permitted unless such termination or repayment (and
corresponding reduction) is accompanied by at least a pro rata termination or
permanent repayment (and corresponding pro rata  permanent
reduction), as applicable, of the Existing Revolving Credit Loans and Existing
Revolving Credit Commitments of the Specified Existing Revolving Credit
Commitment Class (or all Existing Revolving Credit Commitments of such Class and
related Existing Revolving Credit Loans shall have otherwise been terminated
and repaid in full).  Any Extended
Revolving Credit Commitments of any Extension Series shall constitute a
separate Class of revolving credit commitments from Existing Revolving
Credit Commitments of the Specified Existing Revolving Credit Commitment Class and
from any other Existing Revolving Credit Commitments (together with any other
Extended Revolving Credit Commitments so established on such date); provided
that in no event shall there be more than three Classes of revolving credit
commitments outstanding at any one time.


 


(b)                                 The Borrower shall provide
the applicable Extension Request at least ten (10) Business Days prior to
the date on which Lenders under the Existing Class are requested to
respond.  Any Lender (an “Extending
Lender”) wishing to have all or a portion of its Term Loans, Revolving Credit
Commitments or Additional/Revolving Credit Commitments (or any earlier extended
Extended Revolving Credit Commitments) of an Existing Class subject to
such Extension Request exchanged into Extended Loans/Commitments shall notify
the Administrative Agent (an “Extension Election”) on or prior to the
date specified in such Extension Request of the amount of its Term Loans,
Revolving Credit Commitments and/or Additional/Revolving Credit Commitments
(and/or any earlier extended Extended Revolving Credit Commitments) which it
has elected to convert into Extended Loans/Commitments.  In the event that the aggregate amount of
Term Loans, Revolving Credit Commitments and Additional/Revolving Credit
Commitments (and any earlier extended Extended Revolving Credit Commitments)
subject to Extension Elections exceeds the amount of Extended Loans/Commitments
requested pursuant to the Extension Request, Term Loans, Revolving Credit
Commitments and Additional/Revolving Credit Commitments (and any earlier
extended Extended Revolving Credit Commitments) subject to Extension Elections
shall be exchanged to Extended Loans/Commitments on a pro rata basis based on
the amount of Term Loans, Revolving Credit Commitments and Additional/Revolving
Credit Commitments (and any earlier extended Extended Revolving Credit
Commitments) included in each such Extension Election.  Notwithstanding the conversion of any
Existing Revolving Credit Commitment (other than an Additional/Replacement
Revolving Credit Commitment) into an Extended Revolving Credit Commitment, such
Extended Revolving Credit Commitment shall be treated identically to all
Existing Revolving Credit Commitments of the Specified Existing Revolving
Credit Commitment Class for purposes of the obligations of a Revolving
Credit Lender in respect of Swingline Loans under Section 2.1(d) and
Letters of Credit under Section 3, except that the applicable Extension
Agreement may provide that the Swingline Maturity Date and/or the last day for
issuing Letters of Credit may be extended and the related obligations to make
Swingline Loans and issue Letters of Credit may be continued (pursuant to
mechanics set forth in the applicable Extension Agreement) so long as the
Swingline Lender and/or the applicable Letter of Credit Issuer, as applicable,
have 


 


19

















 


consented to such extensions (it being understood
that no consent of any other Lender shall be required in connection with any
such extension).  Notwithstanding the
conversion of any Existing Revolving Credit Commitment into an Extended
Revolving Credit Commitment (other than a Revolving Credit Commitment), such
Extended Revolving Credit Commitment shall be treated identically to all
Existing Revolving Credit Commitments of the Specified Existing Revolving
Credit Commitment Class for purposes of the obligations of the lenders
thereof in respect of swingline loans and letters of credit, except that the
applicable Extension Agreement may provide that the applicable swingline
maturity date and/or the last day for issuing letters of credit may be extended
and the related obligations to make swingline loans and issue letters of credit
may be continued so long as the applicable swingline lender and/or the
applicable letter of credit issuer, as applicable, have consented to such
extensions (it being understood that no consent of any other Lender shall be
required in connection with any such extension).


 


(c)                                  Extended Loans/Commitments
shall be established pursuant to an amendment (an “Extension Agreement”)
to this Credit Agreement (which, except to the extent expressly contemplated by
the penultimate sentence of this Section 2.15(c) and notwithstanding
anything to the contrary set forth in Section 13.1, shall not require the
consent of any Lender other than the Extending Lenders with respect to the
Extended Loans/Commitments established thereby) executed by the Credit Parties,
the Administrative Agent and the Extending Lenders.   Notwithstanding anything to the contrary in
this Section 2.15 and without limiting the generality or applicability of Section 13.1
to any Section 2.15 Additional Agreements, any Extension Agreement may
provide for additional terms and/or additional amendments other than those
referred to or contemplated above (any such additional amendment, a “Section 2.15
Additional Agreement”) to this Agreement and the other Credit Documents; provided
that such Section 2.15 Additional Agreements do not become effective prior
to the time that such Section 2.15 Additional Agreements have been
consented to (including, without limitation, pursuant to (1) consents
applicable to holders of Incremental Term Loans, Additional/Replacement
Revolving Credit Commitments and Incremental Revolving Credit Commitment
Increases provided for in any Incremental Agreement and (2) consents
applicable to holders of any Extended Loans/Commitments provided for in any
Extension Agreement) by such of the Lenders, Credit Parties and other parties
(if any) as may be required in order for such Section 2.15 Additional
Agreements to become effective in accordance with Section 13.1.  It is understood and agreed that each Lender
that has consented to Amendment No. 1 has consented, and shall at the
effective time thereof be deemed to consent to each amendment to this Agreement
and the other Credit Documents authorized by this Section 2.15 and the
arrangements described above in connection therewith except that the foregoing
shall not constitute a consent on behalf of any Lender to the terms of any Section 2.15
Additional Agreement.  In connection with
any Extension Agreement, the Borrower shall deliver an opinion of counsel
reasonably acceptable to the Administrative Agent (i) as to the
enforceability of such Extension Agreement, the Credit Agreement as amended
thereby, and such of the other Credit Documents (if any) as may be amended
thereby (in the case of such other Credit Documents as contemplated by the
immediately preceding sentence), (ii) to the effect that such Extension
Agreement, including without limitation, the Extended Loans/Commitments
provided for therein, does not conflict with or violate the terms and 


 


20

















 


provisions of Section 13.1 of this Agreement
and (iii) as to any other matter reasonably requested by the
Administrative Agent.”


 


(ee)                            Section 4.2 of the
Credit Agreement is hereby deleted and replaced in its entirety as follows:


 


“Upon at least one Business Day’s prior written
notice (or telephonic notice promptly confirmed in writing) to the
Administrative Agent at the Administrative Agent’s Office (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), the
Borrower shall have the right, without premium or penalty, on any day,
permanently to terminate or reduce the Revolving Credit Commitments and/or any
tranche of Additional/Replacement Revolving Credit Commitments, as determined
by the Borrower, in whole or in part; provided that (a) with
respect to the Revolving Credit Commitments, any such reduction shall apply
proportionately and permanently to reduce the Revolving Credit Commitments of
each of the Revolving Credit Lenders, except that, notwithstanding the
foregoing, in connection with the establishment on any date of any Extended
Revolving Credit Commitments pursuant to Section 2.15, the Revolving
Credit Commitments of any one or more Lenders providing any such Extended
Revolving Credit Commitments on such date shall be reduced in an amount equal
to the amount of Revolving Credit Commitments so extended on such date (provided
that (x) after giving effect to any such reduction and to the repayment of
any Revolving Credit Loans made on such date, the Revolving Credit Exposure of
any such Lender does not exceed the Revolving Credit Commitment thereof (such
Revolving Credit Exposure and Revolving Credit Commitment being determined in
each case, for the avoidance of doubt, exclusive of such Lender’s Extended
Revolving Credit Commitment and any exposure in respect thereof) and (y) for
the avoidance of doubt, any such repayment of Revolving Credit Loans
contemplated by the preceding clause shall be made in compliance with the
requirements of Section 5.3(a) with respect to the ratable allocation
of payments hereunder, with such allocation being determined after giving
effect to any exchange pursuant to Section 2.15 of Revolving Credit
Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively, and prior to any
reduction being made to the Revolving Credit Commitment of any other Lender), (b) with
respect to any tranche of Additional/Replacement Revolving Credit Commitments,
any such reduction shall apply proportionately and permanently to reduce the
Additional/Replacement Revolving Credit Commitments of each of the
Additional/Replacement Revolving Credit Lenders of such tranche, except that,
notwithstanding the foregoing, in connection with the establishment on any date
of any Extended Revolving Credit Commitments pursuant to Section 2.15, the
Additional/Replacement Revolving Credit Commitments of any one or more Lenders
providing any such Extended Revolving Credit Commitments on such date shall be
reduced in an amount equal to the amount of Additional/Replacement Revolving
Credit Commitments so extended on such date (provided that (x) after
giving effect to any such reduction and to the repayment of any
Additional/Replacement Revolving Credit Loans made on such date, the revolving
credit exposure of any such Lender does not exceed the Additional/Replacement
Revolving Credit Commitment thereof (such revolving credit exposure and
Additional/Replacement Revolving Credit Commitment being determined in each
case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving



 


21

















 


Credit Commitment and any
exposure in respect thereof) and (y) for the avoidance of doubt, any such
repayment of Additional/Replacement Revolving Credit Loans contemplated by the
preceding clause shall be made in compliance with the requirements of Section 5.3(a) with
respect to the ratable allocation of payments hereunder, with such allocation
being determined after giving effect to any exchange pursuant to Section 2.15
of Additional/Replacement Revolving Credit Commitments and
Additional/Replacement Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively, and prior to any
reduction being made to the Additional/Replacement Revolving Credit Commitment
of any other Lender), (c) any partial reduction pursuant to this Section 4.2
shall be in the amount of at least $1,000,000, (d) after giving effect to
such termination or reduction and to any prepayments of Revolving Credit Loans
or cancellation or cash collateralization of Letters of Credit made on the date
thereof in accordance with this Agreement, the aggregate amount of the Lenders’
Revolving Credit Exposures shall not exceed the Total Revolving Credit
Commitment and (e) after giving effect to such termination or reduction
and to any prepayments of Additional/Replacement Revolving Credit Loans of any
tranche or cancellation or cash collateralization of letters of credit made on
the date thereof in accordance with this Agreement, the aggregate amount of the
Lenders’ revolving credit exposures shall not exceed the Total
Additional/Replacement Revolving Credit Commitment for such tranche.”


 


(ff)                                Section 4.3(d) of
the Credit Agreement is hereby replaced in its entirety as follows and a new Section 4.3(e) is
added immediately following such Section 4.3(d) as follows:


 


“(d) The Incremental Term Loan Commitment for
any tranche shall, unless otherwise provided in the documentation governing
such Incremental Term Loan Commitment, terminate at 5:00 p.m.
(New York City time) upon the making of the Incremental Term Loans for
such tranche on the Incremental Facility Closing Date for such tranche.”


 


“(e) The
Additional/Replacement Revolving Credit Commitment for any tranche shall
terminate at 5:00 p.m. (New York City time) on the maturity date for such
tranche specified in the documentation governing such tranche.”


 


(gg)                          Section 5.1(a) of
the Credit Agreement is hereby replaced in its entirety as follows:


 


“(a) The Borrower shall have the right
to prepay Term Loans, Revolving Credit Loans, Additional/Replacement Revolving
Credit Loans and Swingline Loans, without premium or penalty, except as set
forth in clause (b) below, in whole or in part from time to time on the
following terms and conditions:  (a) the
Borrower shall give the Administrative Agent at the Administrative Agent’s
Office written notice (or telephonic notice promptly confirmed in writing) of
its intent to make such prepayment, the amount of such prepayment and in the
case of Eurodollar Loans, the specific Borrowing(s) pursuant to which
made, which notice shall be given by the Borrower no later than (i) in the
case of Term Loans, Additional/Replacement Revolving Credit Loans or Revolving
Credit Loans, 1:00 p.m. (New York City time) (x) one Business
Day prior to (in the case 


 


22

















 


of ABR Loans) or (y) three
Business Days prior to (in the case of Eurodollar Loans), or (ii) in the
case of Swingline Loans, 1:00 p.m. (New York City time) on, the date of
such prepayment and shall promptly be transmitted by the Administrative Agent
to each of the relevant Lenders or the Swingline Lender, as the case may be; (b) each
partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans
shall be in a multiple of $100,000 and in an aggregate principal amount of at
least $1,000,000 and each partial prepayment of Swingline Loans shall be in a
multiple of $100,000 and in an aggregate principal amount of at least $100,000;
provided that no partial prepayment of Eurodollar Loans made pursuant to
a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant
to such Borrowing to an amount less than the Minimum Borrowing Amount for
Eurodollar Loans; (c) any prepayment of Eurodollar Loans pursuant to this Section 5.1
on any day other than the last day of an Interest Period applicable thereto
shall be subject to compliance by the Borrower with the applicable provisions
of Section 2.11.  Each such notice
shall specify the date and amount of such prepayment and the Class(es) and Type(s) of
Loans to be prepaid and the payment amount specified in such notice shall be
due and payable on the date specified therein. 
Each prepayment in respect of any tranche of Term Loans pursuant to this
Section 5.1(a) shall be applied to reduce the Repayment Amount in
such order as the Borrower may determine and may be applied to any Class of
Term Loans as directed by the Borrower; provided that the Borrower may
not prepay (i) Extended Term Loans of any Extension Series pursuant
to this Section 5.1(a) unless such prepayment is accompanied by at
least a pro rata prepayment of Term Loans of the Existing Term Loan Class from
which such Extended Term Loans were exchanged (or such Term Loans of the
Existing Term Loan Class have otherwise been repaid in full).  For the avoidance of doubt, the Borrower may
prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1(a) without
any requirement to prepay Extended Term Loans that were exchanged from such
Existing Term Loan Class.  In the event
that the Borrower does not specify the order in which to apply prepayments to
reduce Repayment Amounts, the Borrower shall be deemed to have elected that
such proceeds be applied to reduce the Repayment Amounts in direct order of
maturity.  All prepayments under this Section 5.1(a) shall
also be subject to the provisions of Section 5.2(c).  At the Borrower’s election in connection with
any prepayment pursuant to this Section 5.1(a), such prepayment shall not
be applied to any Loan of a Defaulting Lender.”


 


(hh)                          Section 5.2(c) of
the Credit Agreement is hereby deleted and replaced with the following:


 


“(c) Application to Repayment Amounts.  (i) Subject to clause (ii) of this Section 5.2(c),
each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) shall be applied to reduce
the scheduled Repayment Amounts of any Class of Term Loans in direct order
of maturity; provided that, subject to the pro rata application to
Repayment Amounts within any Class of Term Loans, the Borrower may
allocate such prepayment in its sole discretion among the Class or Classes
of Term Loans as the Borrower may specify, subject only to the following limitations:
(A) the Borrower shall not allocate to Extended Term Loans of any
Extension Series any mandatory prepayment made pursuant to Section 5.2(a)(ii) unless
such prepayment is accompanied by at least a pro rata prepayment, based upon
the applicable remaining Repayment Amounts due in 


 


23

















 


respect thereof, of Term
Loans of the Existing Term Loan Class, if any, from which such Extended Term
Loans were exchanged (or such Term Loans of the Existing Term Loan Class have
otherwise been repaid in full); (B) the Borrower may not allocate any mandatory
prepayments (1) made pursuant to Section 5.2(a)(i) (other than
in connection with a Debt Incurrence Prepayment Event) to any Class of
Term Loans unless such prepayment is accompanied by a pro rata repayment, based
upon the applicable remaining Repayment Amounts due in respect thereof, of Term
Loans of the Existing Term Loan Class, if any, from which such Class of
Term Loans was exchanged and Extended Term Loans, if any, that were originally
exchanged from such Class of Term Loans and (2) made pursuant to Section 5.2(a)(i) in
connection with any Debt Incurrence Prepayment Event unless all Existing Term
Loans have been repaid in full; and (C) prepayments within any Class of
Term Loans must be applied (1) pro rata  to Repayment
Amounts within any Class of Term Loans and (2) to reduce the
scheduled Repayment Amounts in direct order of maturity.


 


(ii) With respect to each such prepayment, (A) the
Borrower will, not later than the date specified in Section 5.2(a) for
offering to make such prepayment, give the Administrative Agent telephonic
notice (promptly confirmed in writing) requesting that the Administrative Agent
provide notice of such prepayment to each Lender of Term Loans, (B) the
Administrative Agent shall promptly provide notice of such prepayment to each
Lender of Term Loans, (C) each Lender of Term Loans will have the right to
refuse any such prepayment by giving written notice of such refusal to the
Borrower within fifteen Business Days after such Lender’s receipt of notice
from the Administrative Agent of such prepayment (and the Borrower shall not
prepay any such Term Loans until the date that is specified in the immediately
following clause), (D) the Borrower will make all such prepayments not so
refused upon the earlier of (x) such fifteenth Business Day and (y) such
time as the Borrower has received notice from each Lender that it consents to
or refuses such prepayment and (E) any prepayment so refused may be
retained by the Borrower; provided, that any prepayment so refused that
relates to Net Cash Proceeds from a Debt Incurrence Prepayment Event in respect
of the issuance of Permitted Additional Notes shall be re-allocated to the then
outstanding Term Loans and shall be applied as set forth above in this
paragraph (c).”


 


(ii)                                  Section 5.2(d) of
the Credit Agreement is hereby deleted and replaced with the following:


 


“(d) Application to Term Loans.  With respect to each prepayment of Term Loans
required by Section 5.2(a), the Borrower may designate the Types of Loans
that are to be prepaid and the specific Borrowing(s) pursuant to which
made; provided, that the Borrower pays any amounts, if any, required to
be paid pursuant to Section 2.11 with respect to prepayments of Eurodollar
Loans made on any date other than the last day of the applicable Interest
Period.  In the absence of a designation
by the Borrower as described in the preceding sentence, the Administrative
Agent shall, subject to the above, make such designation in its reasonable
discretion with a view, but no obligation, to minimize breakage costs owing
under Section 2.11.”


 


24
















 


(jj)           Section 5.2(e) of
the Credit Agreement is hereby deleted and replaced with the following:


 


“(e) Application to Revolving Credit Loans;
Mandatory Commitment Reductions.  (i) With respect to each prepayment of Revolving Credit
Loans elected by the Borrower pursuant to Section 5.1 or required
by Section 5.2(b), the Borrower may designate (i) the Types of
Loans that are to be prepaid and the specific Borrowing(s) pursuant to
which made and (ii) the Revolving Credit Loans to be prepaid; provided,
that (x) Eurodollar Loans which are Revolving Credit Loans may be
designated for prepayment pursuant to this Section 5.2 only on the
last day of an Interest Period applicable thereto unless all Eurodollar Loans
with Interest Periods ending on such date of required prepayment and all ABR
Loans have been paid in full; (y) each prepayment of any Loans made
pursuant to a Borrowing shall be applied pro rata among such Loans; and (z) notwithstanding
the provisions of the preceding clause (y), no prepayment made pursuant to Section 5.1
or Section 5.2(b) of Revolving Credit Loans shall be applied
to the Revolving Credit Loans of any Defaulting Lender.  In the absence of a designation by the
Borrower as described in the preceding sentence, the Administrative Agent shall,
subject to the above, make such designation in its reasonable discretion with a
view, but no obligation, to minimize breakage costs owing under Section 2.11.


 


(ii)           With
respect to each mandatory reduction and termination of Revolving Credit
Commitments, Additional/Replacement Revolving Credit Commitments (and any
previously extended Extended Revolving Credit Commitments) required by clause (ii) of
the proviso to Section 2.14(b), the Borrower may designate (A) the
Classes of Commitments to be reduced and terminated, which prior to the
Revolving Credit Maturity Date, may not include any tranche of
Additional/Replacement Revolving Credit Commitments and (B) the
corresponding Classes of Loans to be prepaid; provided that (x) any
such reduction and termination shall apply proportionately and permanently to
reduce the Commitments of each of the Lenders within any such Class, (y) no
such reduction and termination of Extended Revolving Credit Commitments (and
prepayment of Extended Revolving Credit Loans accompanying a corresponding
permanent reduction in such Extended Revolving Credit Commitments) shall be
permitted unless all Existing Revolving Credit Commitments of the Specified
Existing Revolving Credit Commitment Class (and Existing Revolving Credit
Loans related to such Commitments) shall have been terminated and repaid in
full and (z) after giving effect to such termination or reduction and to
any prepayments of Loans or cancellation or cash collateralization of letters
of credit made on the date of each such reduction and termination in accordance
with this Agreement, the aggregate amount of such Lenders’ credit exposures
shall not exceed the remaining Commitments of such Lenders’ in respect of the Class reduced
and terminated.”


 


(kk)         Clause
(ii) of the last sentence of Section 9.1(d) of the Credit
Agreement is deleted and replaced with the following:


 


“(ii) a certificate of an Authorized Officer
and the chief legal officer of the Borrower setting forth the information under
“Current Information” in the Perfection Certificate or confirming that there
has been no change in such information since the 


 


25

















 


Closing Date or the date of
the most recent certificate delivered pursuant to this subsection (d), as the
case may be.”


 


(ll)           Section 9.12
of the Credit Agreement is hereby deleted and replaced in its entirety as
follows:


 


“Subject to any applicable limitations set forth in
the Pledge Agreement, Holdings and the Borrower will pledge, and, if
applicable, will cause each Domestic Subsidiary (other than any Unrestricted
Subsidiary, any direct or indirect Domestic Subsidiary of a Foreign Subsidiary
or any Excluded Subsidiary) to pledge, to the Collateral Agent for the benefit
of the Secured Parties, (i) all the Capital Stock of each Domestic
Subsidiary (other than any Unrestricted Subsidiary, any direct or indirect
Domestic Subsidiary of a Foreign Subsidiary, PTC Holdings, Inc. or The
Private Trust Company, N.A. or any other Subsidiary, the pledge of which would
be prohibited by any Applicable Laws or Contractual Obligation) and 65% of the
issued and outstanding Capital Stock of each Foreign Subsidiary directly held
by any Credit Party, in each case, formed or otherwise purchased or acquired
after the Effective Date, in each case pursuant to a supplement to the Pledge
Agreement substantially in the form of Annex A thereto, (ii) all evidences
of Indebtedness in excess of $5,000,000 received by any Credit Party in
connection with any disposition of assets pursuant to Section 10.4(d), in
each case pursuant to a supplement to the Pledge Agreement substantially in the
form of Annex A thereto, and (iii) any global promissory notes executed
after the Closing Date evidencing Indebtedness of Holdings and the Borrower and
each of its Subsidiaries that is owing to any Credit Party, in each case
pursuant to a supplement to the Pledge Agreement in the form of Annex A
thereto.”


 


(mm)       Section 10.1
of the Credit Agreement is hereby amended by:


 


(i)            deleting clause (a) in
its entirety and replacing it with the following:


 


“(a)  Indebtedness owing under the Credit
Documents including pursuant to Sections 2.14 and 2.15 hereof;”


 


(ii)           deleting clause (v) in
its entirety and replacing it with the following:


 


“(v)         Indebtedness
in respect of (i) Permitted Other Debt issued or incurred in exchange for,
or which modifies, extends, refinances, renews, replaces or refunds or the Net
Cash Proceeds therefrom are applied to the prepayment of Term Loans in the
manner set forth in Section 5.2(a)(i), and (ii) any refinancing,
refunding, renewal or extension of any Indebtedness specified in subclause (i) above;
provided that, in the case of this clause (ii) except to the extent
otherwise permitted hereunder, (x) the principal amount of any such
Indebtedness is not increased above the principal amount thereof outstanding
immediately prior to such refinancing, refunding, renewal or extension (except
for any original issue discount thereon and the amount of fees, expenses and
premium in connection with such refinancing) and (y) such Indebtedness
otherwise complies with the definition of Permitted Other Debt; and”


 


26

















 


(nn)         Section 10.2(a) of
the Credit Agreement is hereby restated in its entirety as follows:


 


“(a)         Liens
arising under (i) the Credit Documents securing the Obligations and (ii) the
Security Documents and the Permitted Other Debt Documents securing Permitted
Other Debt Obligations permitted to be incurred under Section 10.1(v); provided
that, (A) in the case of Liens securing Permitted Other Debt Obligations
that constitute First Lien Obligations pursuant to subclause (ii) above
the applicable Permitted Other Debt Secured Parties (or a representative
thereof on behalf of such holders) shall have entered into with the Collateral
Agent an intercreditor agreement on the terms set forth on Exhibit J-1 or
otherwise reasonably acceptable to the Administrative Agent, and (B) in
the case of Liens securing Permitted Other Debt Obligations that do not
constitute First Lien Obligations pursuant to subclause (ii) above, the
applicable Permitted Other Debt Secured Parties (or a representative thereof on
behalf of such holders) shall have entered into an intercreditor agreement on
the terms set forth on Exhibit J-2 or otherwise reasonably acceptable to
the Administrative Agent.  Without any
further consent of the Lenders, the Administrative Agent and the Collateral
Agent shall be authorized to negotiate, execute and deliver on behalf of the
Secured Parties any intercreditor agreement or any amendment (or amendment and
restatement) to the Security Documents contemplated by this Section 10.2(a);”


 


(oo)         The
last sentence of the first paragraph of Section 13.1 is hereby restated in
its entirety as follows:


 


“Notwithstanding the foregoing,
the Administrative Agent and the Borrower may effect such amendments to this
Agreement as may be necessary or appropriate to effect the provisions set forth
in the proviso to the definition of Required Cash.”


 


(pp)         Exhibit I-2
is hereby deleted in its entirety.


 


(qq)         Exhibit J-1
is hereby deleted in its entirety and replaced with the Pari Passu
Intercreditor Agreement Term Sheet in the form attached hereto as Exhibit A.


 


(rr)           Exhibit J-2
is hereby deleted in its entirety and replaced with the First Lien/Second Lien
Intercreditor Agreement Term Sheet in the form attached hereto as Exhibit B.


 


Section 2                Representations and Warranties, No Default.  Each Credit Party represents and warrants to
the Lenders as of the date hereof and as of the date of effectiveness of this
Amendment:


 


(a)           Each Credit Party is
a duly organized and validly existing corporation or other entity in good
standing under the laws of the jurisdiction of its organization and has the
corporate or other organizational power and authority to execute, delivery and
carry out the terms and provisions of this Amendment and has taken all
necessary corporate or other organizational action to authorize the execution,
delivery and performance of this Amendment. 
Each Credit Party has duly executed and delivered this Amendment and
this Amendment constitutes the legal, valid and binding obligation of such
Credit Party enforceable in accordance with its terms, subject to the effects
of bankruptcy, insolvency, 


 


27

















 


fraudulent
conveyance, reorganization and other similar laws relating to or affecting
creditors’ rights generally and general principles of equity (whether
considered in a proceeding in equity or law).


 


(b)           The execution,
delivery and performance by each Credit Party of this Amendment, will not (a) contravene any applicable provision of any material law,
statute, rule, regulation, order, writ, injunction or decree of any court or
governmental instrumentality, (b) result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a default under,
or result in the creation or imposition of (or the obligation to create or
impose) any Lien upon any of the property or assets of any of the Borrower or
any of the Restricted Subsidiaries pursuant to the terms of any material
indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement
or other material instrument to which Holdings, the Borrower or any of their
Restricted Subsidiaries is a party or by which it or any of their property or
assets is bound, or (c) violate any provision of the certificate of
incorporation, By-Laws or other constitutional documents of Holdings, the
Borrower or any of their Restricted Subsidiary.


 


(c)           The representations
and warranties set forth in the Credit Agreement and in the other Credit
Documents are true and correct in all material respects with the same effect as
if made on the date hereof and the date of effectiveness of this Amendment, except
to the extent such representations and warranties expressly relate to an
earlier date, in which case such representations and warranties shall have been
true and correct in all material respects as of such earlier date.


 


(d)           At the time of and
after giving effect to this Amendment, no Default or Event of Default has occurred
and is continuing.


 


Section 3                Conditions to Effectiveness of Amendment.  This Amendment will become effective upon:


 


(a)           receipt
by the Administrative Agent of executed signature pages to this Amendment from the Required Lenders and each
Credit Party that is party to the Credit Agreement;


 


(b)           payment
by the Borrower of the reasonable costs and expenses of the Administrative
Agent in connection with this Amendment (including the reasonable fees,
disbursements and other charges of Shearman & Sterling LLP as counsel
to the Agents).


 


(c)           payment
from the Borrower of a consent fee payable in Dollars for the account of each
Lender (other than a Defaulting Lender) that has returned an executed signature
page to this Amendment to the Administrative Agent at or prior to 5:00 p.m.,
New York City time on December 8, 2009 (the “Consent Deadline”) in
the amount of 0.05% of the sum of such Lender’s Revolving Credit Commitment and
outstanding Term Loans.


 


Section 4                Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original, but
all of which when taken together shall constitute a single instrument.  Delivery of an executed counterpart of a
signature page of 


 


28

















 


this
Amendment by facsimile or other electronic transmission shall be effective as
delivery of a manually executed counterpart hereof.


 


Section 5                Applicable Law.  THIS AMENDMENT SHALL BE
GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.


 


Section 6                Headings.  The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


 


Section 7                Effect of
Amendment.  Except as
expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of or otherwise affect the rights
and remedies of the Lenders or the other Secured Parties under the Credit
Agreement or any other Credit Document, and shall not alter, modify, amend or
in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other provision of either
such agreement or any other Credit Document. 
Each and every term, condition, obligation, covenant and agreement
contained in the Credit Agreement or any other Credit Document is hereby ratified
and re-affirmed in all respects and shall continue in full force and
effect.  Each Credit Party reaffirms its
obligations under the Credit Documents to which it is party and the validity of
the Liens granted by it pursuant to the Security Documents.  From and after the effective date of this
Amendment, all references to the Credit Agreement in any Credit Document shall,
unless expressly provided otherwise, refer to the Credit Agreement as amended
by this Amendment.


 


29

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first above written.


 


	
   

  	
  LPL
  INVESTMENT HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert J. Moore

  
	
   

  	
   

  	
  Name:

  	
  Robert
  J. Moore

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LPL
  HOLDINGS, INC., as the Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert J. Moore

  
	
   

  	
   

  	
  Name:

  	
  Robert
  J. Moore

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INDEPENDENT
  ADVISERS GROUP CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert J. Moore

  
	
   

  	
   

  	
  Name:

  	
  Robert
  J. Moore

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GLENOAK,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert J. Moore

  
	
   

  	
   

  	
  Name:

  	
  Robert
  J. Moore

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President, Finance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LPL
  INSURANCE ASSOCIATES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephanie L. Brown

  
	
   

  	
   

  	
  Name:

  	
  Stephanie
  L. Brown

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President, Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LPL
  INDEPENDENT ADVISOR SERVICES GROUP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert J. Moore

  
	
   

  	
   

  	
  Name:

  	
  Robert
  J. Moore

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President, Treasurer

  



 

















 


	
   

  	
  ASSOCIATED
  FINANCIAL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Chad D. Perry

  
	
   

  	
   

  	
  Name:

  	
  Chad
  D. Perry

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ASSOCIATED
  PLANNERS INVESTMENT ADVISORY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Chad D. Perry

  
	
   

  	
   

  	
  Name:

  	
  Chad
  D. Perry

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  



 

















 


	
   

  	
  MORGAN
  STANLEY SENIOR FUNDING, INC., as Administrative Agent and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James E. Bonetti

  
	
   

  	
   

  	
  Name:

  	
  James
  E. Bonetti

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MORGAN
  STANLEY & CO., as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James E. Bonetti

  
	
   

  	
   

  	
  Name:

  	
  James
  E. Bonetti

  
	
   

  	
   

  	
  Title:

  	
  Vice President