Limitation on Repricing. Unless such action is approved by the Company’s stockholders, the Company may not (except as provided for under [Section 9]): # amend any outstanding Option granted under the Plan to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding Option, # cancel any outstanding option (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled option, # cancel in exchange for a cash payment any outstanding Option with an exercise price per share above the then-current Fair Market Value or # take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of the Nasdaq Stock Market (“Nasdaq”).

No Repricing. Subject to any adjustments that may be made under [Article 13] of the Plan, the Company may not, without obtaining shareholder approval; # amend the terms of outstanding Options or SARs to reduce the exercise price of such outstanding Options or SARs; # cancel outstanding Options or SARs in exchange for Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs; or # cancel outstanding Options or SARs with an exercise price above the current stock price in exchange for cash or other securities.

No Repricing. Other than in connection with a change in the Company’s capitalization or other transaction (as described in [Section 22]), a Stock Appreciation Right may not be repriced without shareholder approval (including canceling previously awarded Stock Appreciation Rights and regranting them with a lower exercise price, canceling outstanding Stock Appreciation Rights with an exercise price less than Fair Market Value in exchange for cash or Awards or taking any other action with respect to a Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are traded).

Repricing Transaction. In the event that all or any portion of the Term BB-2 Loans are # repaid, prepaid, refinanced or replaced with any bank debt financing (including, without limitation, with Refinancing Term Loans) having a “yield” that is less than the “yield” of the Term BB-2 Loans (or portion thereof) so repaid, prepaid or refinanced or # repriced or effectively refinanced through any waiver, consent, amendment or amendment and restatement, in each case, directed at, or the result of which would be, the lowering of the “yield” of any of the Term BB-2 Loans, in each case, other than in connection with a Change of Control (a “Repricing Transaction”) occurring on or prior to the twelvesix (126) month anniversary of the ClosingFirst Amendment Effective Date, the Company shall pay the Term BB-2 Lenders # in the case of [clause (x)], a prepayment premium equal to 1.00% of the aggregate principal amount of the Term BB-2 Loans so repaid, prepaid, refinanced or replaced and # in the case of [clause (y)], a fee equal to 1.00% of the aggregate principal amount of the Term BB-2 Loans repriced or effectively refinanced through such waiver, consent, amendment or amendment and restatement. If all or any portion of the Term BB-2 Loans held by any Term BB-2 Lender is subject to mandatory assignment pursuant to [Section 10.13] as a result of, or in connection with, such Term BB-2 Lender not agreeing or otherwise consenting to any such waiver, consent, amendment or amendment and restatement referred to in [clause (y) above] (or otherwise in connection with a Repricing Transaction) on or prior to the twelvesix (126) month anniversary of the ClosingFirst Amendment Effective Date, the Company shall pay to such Term BB-2 Lender a fee equal to 1.00% of the principal amount of the Term BB-2 Loans so assigned. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction or mandatory assignment. In determining the “yield” applicable to the Term BB-2 Loans and the “yield” for any such new bank debt financing, # interest margin, original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company for the account of the Term BB-2 Lenders or the lenders of such new bank debt financing in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), # with respect to any Indebtedness that includes a Eurocurrency Rate “floor” or Base Rate “floor,” # to the extent that the Eurocurrency Rate or Base Rate (without giving effect to any floors in such definitions), as applicable, on the date that the yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the yield and # to the extent that the Eurocurrency Rate or Base Rate (without giving effect to any floors in such definitions), as applicable, on the date that the yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the yield and # customary arrangement, structuring, underwriting, amendment or commitment fees payable to the Joint Lead Arrangers (or its affiliates) in connection with the Term BB-2 Facility or to one or more arrangers (or their affiliates) of such new bank debt financing shall be excluded. For the avoidance of doubt, in no event shall the application of proceeds of an issuance of Equity Interests be deemed a Repricing Transaction.

Repricing Prohibited. Subject to the anti-dilution adjustment provisions contained in [Section 4.2], without the prior approval of the Company’s shareholders, evidenced by a majority of votes cast, neither the Committee nor the Board shall cause the cancellation, substitution or amendment of a Stock Option that would have the effect of reducing the exercise price of such Stock Option previously granted under the Plan, or otherwise approve any modification to such Stock Option that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements adopted by the New York Stock Exchange.

Prohibition on Repricing. Subject to [Section 12.2] hereof, the Administrator shall not, without the approval of the stockholders of the Company, # authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share, or # cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares. Subject to [Section 12.2] hereof, the Administrator shall have the authority, without the approval of the stockholders of the Company, to amend any outstanding award to increase the price per share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than or equal to the price per share of the original Award.

Tranche B-1 Repricing Transaction. At the time of the effectiveness of any Tranche B-1 Repricing Transaction that is consummated after the Tranche B-1 Repricing Amendment Effective Date and on or prior to the date that is six months following the Tranche B-1 Repricing Amendment Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender holding the Tranche B-1 Term Loan that are either prepaid, repaid, converted or otherwise subject to a pricing reduction in connection with such Tranche B-1 Repricing Transaction (including, if

Repricing

“Repricing Event” means:

THIRD REPRICING AMENDMENT