The definition of “Commitment Termination Date” in [Section 1.1] of the Credit Agreement is hereby amended to read in its entirety as follows:

“Appropriate Lender” means, at any time, # with respect to any of the Term Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term Loan or a Revolving Credit Loan, respectively, at such time, # with respect to the Letter of Credit Sublimit, # the L/C Issuer and # if any Letters of Credit have been issued pursuant to [Section 2.03(a)], the Revolving Credit Lenders and # with respect to the Swing Line Sublimit, # the Swing Line Lender and # if any Swing Line Loans are outstanding pursuant to [Section 2.04(a)], the Revolving Credit Lenders.

“Swing Line Lender” means, individually or collectively as the context may indicate, # ​ in its capacity as provider of Swing Line Loans or any successor of ​ in its capacity as a swing line lender hereunder, # each other Revolving Credit Lender with a Swing Line Commitment set forth on [Schedule 2.01] and # any other Revolving Credit Lender, selected by the Borrower (with the consent of the Administrative Agent and such Revolving Credit Lender, which consent, in the case of the Administrative Agent shall not be unreasonably withheld or delayed) to be a Swing Line Lender hereunder, or any successor to such Lender in its capacity as a Swing Line Lender hereunder.

the definition of “Revolving Credit Commitment” set forth in [Section 1.1] of the Credit Agreement is hereby amended by # replacing the reference therein to “[Section 2.7]” with “[Section 2.7] and the First Amendment” and # replacing the last two sentences of such definition in their entirety with the following:

Commitment Fees. Borrower agrees to pay to Administrative Agent for the account of each Lender in accordance, subject to [Section 12.22], with its Applicable Percentage, a commitment fee on # the daily average unused amount of the Revolving Credit Commitment of such Lender plus # the daily average unused amount of the Term Loan Commitment of such Lender, in each case, for the period from and including the date of this Agreement to and including the Maturity Date (including at any time during which one or more of the conditions in [Article 5] is not met), at a rate equal to the Applicable Margin for the “Commitment Fee” then in effect as determined by reference to the table set forth in the definition of “Applicable Margin” in [Section 1.1]. For the purpose of calculating the commitment fee hereunder, the Commitment of each Revolving Credit Lender shall be deemed utilized by the amount of all outstanding Revolving Credit Loans and L/C Obligations, but not by the amount of any outstanding Swing Line Loans, owing to such Revolving Credit Lender whether directly or by participation. Accrued commitment fees shall be payable quarterly in arrears on the first day of each April, July, October, and January during the term of this Agreement and on the Maturity Date.

The last sentence of the definition of “Commitment” in [Section 1.1] of the Credit Agreement is hereby amended to read in full as follows:

Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under this [Section 2.06]. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.

“ # Line of Credit. Subject to the terms and conditions of this Agreement, including any reduction or termination of the Commitment pursuant to [Section 2.1(d)], Bank hereby agrees to make advances to Borrower from time to time up to and including ​, not to exceed at any time the aggregate principal amount of ​ (the “Line of Credit”), the proceeds of which shall be used for general corporate purposes. Borrower’s obligation to repay advances under the Line of Credit shall be evidenced by a promissory note dated as of the date hereof, as modified from time to time (the “Line of Credit Note”).”

Deleted Definition. [Section 1.01] of the Credit Agreement is hereby amended by deleting the following definition from [Section 1.01] of the Credit Agreement:

Cause Definition. “Cause” shall mean: # conduct constituting embezzlement, material misappropriation or fraud, whether or not related to your employment with the Company; # conduct constituting a felony, whether or not related to your employment with the Company; # conduct constituting a financial crime, material act of dishonesty or material unethical business conduct, involving the Company; # willful unauthorized disclosure or use of Confidential Information; # the failure to substantially obey a material lawful directive that is appropriate to your position from a superior in your reporting line or the Board; # your material breach of any material obligation under this Agreement; # the failure or refusal to substantially perform your material obligations under this Agreement (other than any such failure or refusal resulting from your STD or LTD); # the willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, whether or not related to employment with the Company, after being instructed by the Company to cooperate; # the willful destruction of or willful failure to preserve documents or other material known to be relevant to any investigation referred to in subparagraph # above; or # the willful inducement of others to engage in the conduct described in subparagraphs # - (ix), including, without limitation, with regard to [subparagraph (vi)], obligations of others to the Company.