American Home Shield 2010 Annual Report Download - page 177

Commitments (including Extended Revolving Commitments) and Revolving Loans (including Extended Revolving Loans)
related to such Revolving Commitments (including Extended Revolving Commitments) or (y) all earlier maturing Revolving
Commitments (including Extended Revolving Commitments) and Revolving Loans (including Extended Revolving Loans)
related to such Revolving Commitments (including Extended Revolving Commitments) shall otherwise be or have been
terminated and repaid in full and (B) in connection with the establishment on any date of any Extended Revolving
Commitments pursuant to subsection 2.5, the Specified Existing Revolving Commitments of the Extending Lenders
providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of the
Specified Existing Revolving Commitments so extended on such date."
(ee) Subsection 10.1(d) is hereby amended and restated in its entirety as follows:
"(d) Notwithstanding any provision herein to the contrary, (x) any Security Document may be amended (or
amended and restated), restated, waived, supplemented or modified as contemplated by subsection 10.17 with the written
consent of the Agent party thereto and the Loan Party party thereto and (y) this Agreement may be amended (or amended and
restated), restated, waived, supplemented or modified as contemplated by subsection 2.5 or subsection 2.8, subject (in the
case of either such subsection 2.5 or 2.8) only to the consents required thereby."
(ff) Subsection 10.7(a) is hereby amended by replacing the word "If" at the beginning of such subsection with
the words "Subject to the final sentence of subsection 3.8(a), if".
(gg) Schedule A to the Revolving Credit Agreement is hereby deleted in its entirety and replaced with Schedule
A attached to this Amendment No. 1.
(hh) A new Exhibit O (Increase Supplement) is hereby added to the Revolving Credit Agreement in the form
attached to the Amendment No.1 as Exhibit A.
(ii) A new Exhibit P (Lender Joinder Agreement) is hereby added to the Revolving Credit Agreement in the
form attached to the Amendment No.1 as Exhibit B.
SECTION TWO Classification of Revolving Commitments and Revolving Loans; Certain Commitment
Reductions; Etc.
(a) Effective upon the Amendment No. 1 Effective Date (i) each Lender that, on or prior to the Amendment
No.1 Effective Date, has executed and delivered to the Administrative Agent (or its counsel) a counterpart of this Amendment No. 1
and has elected thereon to extend the maturity date of all its Revolving Commitments and all its Revolving Loans shall be a Tranche B
Revolving Lender under the Revolving Credit Agreement, and its Revolving Commitment and Revolving Loans shall be a Tranche B
Revolving Commitment and Tranche B Revolving Loans thereunder, respectively, and (ii) each other Lender who has either
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delivered a counterpart to this Amendment No.1 without electing to extend all its Revolving Commitments and Revolving Loans or
who has not consented to this Amendment No.1 shall be a Tranche A Revolving Lender under the Revolving Credit Agreement, and
its Revolving Commitment and Revolving Loans shall be a Tranche A Revolving Commitment and Tranche A Revolving Loans
thereunder, respectively.
(b) Immediately after giving effect to this Amendment No.1, on the Amendment No. 1 Effective Date the
amount of the Tranche B Revolving Commitment of each Tranche B Revolving Lender that has indicated its election to reduce its
Tranche B Revolving Commitment on its signature page hereto is hereby reduced by 20% of the amount thereof immediately before
giving effect to such reduction. In connection with such reduction, the provisions of Section 2.3 of the Credit Agreement, including
but not limited to as to notice from the Parent Borrower and minimum reduction amounts, are hereby waived.
(c) The Administrative Agent is hereby authorized to (i) prepare Schedule A to the Revolving Credit
Agreement, reflecting the Tranche A Revolving Commitments and Tranche B Revolving Commitments as of the Amendment No. 1
Effective Date after giving effect to the reallocation of Revolving Commitments pursuant to clause (a) above and the reduction of
Tranche B Revolving Commitments pursuant to clause (b) above.
SECTION THREE Conditions to Effectiveness. This Amendment No. 1 shall become effective on the
date on which each of the following conditions is satisfied (the "Amendment No. 1 Effective Date"):
(i) The Administrative Agent shall have received (a) a counterpart of this Amendment No. 1 executed by each
of the Borrowers and (b) a counterpart of this Amendment No. 1 executed by a number of Lenders sufficient to constitute the
Required Lenders; and
(ii) The Administrative Agent shall have received a favorable written opinion of each of Debevoise &
Plimpton LLP and Richards, Layton & Finger, PA, counsel to the Borrowers, addressed to the Administrative Agent, Revolving
Collateral Agent and each Lender, dated the Amendment No. 1 Effective Date, in form and substance reasonably satisfactory to the
Administrative Agent.