American Home Shield 2013 Annual Report Download - page 186

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which
is hereby acknowledged), the parties hereto hereby agree as follows:
SECTION ONE Certain Commitment Reductions.
(a) On the TG Revolver Effective Date, immediately after giving effect to the Separation, the Tranche C Revolving Commitment of each Lender
that is a TG Lender shall be hereby reduced (the “ Commitment Reduction”) by an amount equal to the aggregate amount of TG Revolving
Commitments of such Lender under the TG Credit Agreement as of the TG Revolver Effective Date. In connection with such Commitment
Reduction, the provisions of subsection 2.3 of the Credit Agreement, including but not limited to notice from the Parent Borrower and
minimum reduction amounts, are hereby waived.
(b) Upon the occurrence of the TG Revolver Effective Date, the Parent Borrower shall, on such date, deliver to the Administrative Agent a
certificate signed by a Responsible Officer specifying ( i) the TG Revolver Effective Date and (ii) the amount of the Commitment Reduction
for each Lender that is a TG Lender under the TG Credit Agreement. The Administrative Agent shall be entitled to rely on such certificate
without any further duty to inquire and is hereby authorized to prepare Schedule A to this Amendment No. 3, reflecting the Tranche C
Revolving Commitments as of the TG Revolver Effective Date after giving effect to the Commitment Reduction, based on such certificate
delivered by the Parent Borrower and without any duty to inquire by the Administrative Agent.
(c) Upon the effectiveness of the Commitment Reduction, the Lenders’ participations in outstanding Swing Line Loans and/or L/C
Obligations, as the case may be, shall be reallocated so that after giving effect to the Commitment Reduction, the Lenders share ratably in
the Swing Line Loans and/or L/C Obligations then outstanding in accordance with their applicable Commitments. Concurrently with, or
prior to, the effectiveness of the Commitment Reduction, the Borrowers shall prepay all Revolving Loans incurred prior to the effectiveness
of the Commitment Reduction and then outstanding. In connection with such prepayment, the provisions of subsection 3.4 of the Credit
Agreement, including but not limited to notice from the Parent Borrower and minimum prepayment amounts, are hereby waived.
(d) The provisions of this Section 1 shall terminate and no longer be effective if the TG Revolver Effective Date does not occur on or prior to
March 31, 2014.
SECTION TWO Amendment No. 3 Effective Date Amendments . Each of the parties hereto hereby acknowledges, agrees and
consents that the Revolving Credit Agreement will be amended as provided in this Section, effective as of the Amendment No. 3 Effective Date and without any
further action or consent on any such party’s part or on the part of any of its successors, transferees or assigns to or of its rights or interests in or arising
under any Revolving Commitment or Revolving Loan (it being further understood and agreed that the
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