American Home Shield 2010 Annual Report Download - page 176

further, that any pro rata calculations required to be made pursuant to this subsection 3.4(a) in respect to any Loan
denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to
this subsection 3.4(a) shall be in whole multiples of $1.0 million (or, in the case of Eurocurrency Loans outstanding in any
Designated Foreign Currency, the Dollar Equivalent of an aggregate principal amount of at least approximately $1.0 million);
provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety."
(bb) Subsection 3.5(b) is hereby amended and restated in its entirety as follows:
"(b) The Parent Borrower agrees to pay, or cause to be paid, to the Administrative Agent, for the account of
each Lender, a commitment fee for the period from and including the first day of the Revolving Commitment Period to the
Maturity Date of the applicable Revolving Commitment of such Lender, computed at the Applicable Commitment Fee
Percentage on the average daily amount of the Available Revolving Commitment of such Lender during the period for which
payment is made, payable quarterly in arrears on the last Business Day of each March, June, September and December, and
on the Maturity Date of the applicable Revolving Commitment, or such earlier date as a Tranche of a Revolving Commitment
of such Lender shall terminate in full as provided herein, commencing on September 30, 2007 (it being understood that in the
case of any such payment on a Maturity Date or date of termination of a Tranche of a Revolving Commitment, only the
portion of the commitment fee attributable to the Revolving Commitment maturing or terminating on such date shall be
paid).
(cc) Subsection 3.8(a) is hereby amended by replacing "Each" at the beginning of such subsection with
"Subject to the final sentence of this subsection 3.8(a), each"
(dd) Subsection 3.8(a) is hereby further amended by inserting the following at the end of such subsection:
"Notwithstanding anything in this subsection 3.8(a) or subsection 10.7(a) to the contrary, (A) nothing in such subsections
shall apply to, or restrict, (i) the payment in full of the Tranche A Revolving Loans on the Tranche A Revolving Maturity
Date, (ii) the payment in full of the Tranche B Revolving Loans on the Tranche B Revolving Maturity Date, (iii) the payment
in full of any Extended Revolving Loans on the applicable Extended Maturity Date, (iv) the payment of the commitment or
other fee or interest applicable to any Tranche, (v) the reduction of Tranche B Revolving Commitments on the Amendment
No.1 Effective Date as set forth in Amendment No.1 or (vi) the reduction or termination of any particular Tranche of
Revolving Commitments, or the repayment accompanied by a corresponding permanent reduction of the related Revolving
Loans thereunder, in each case on a non pro rata basis with respect to any other Tranche, so long as (x) such termination,
reduction or repayment (and corresponding permanent reduction) is accompanied by an at least pro rata termination,
reduction or repayment (and corresponding permanent reduction), as applicable, of all earlier maturing Revolving
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