Repricing Transaction
means the prepayment, refinancing, substitution or replacement of all or a portion of the Initial Term Loans (including, without limitation, as may be effected through any amendment, waiver or modification of this Agreement relating to the interest rate for, or weighted average yield of, such Initial Term Loans), (a) if the effect of such prepayment, refinancing, substitution, replacement, amendment, waiver or modification is to refinance the Initial Term Loans at a lower “effective yield” (taking into account, among other factors, margin, upfront or similar fees or original issue discount shared with all providers of such financing, but excluding the effect of any arrangement, commitment, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted Eurodollar Rate, but including any Adjusted Eurodollar Rate floor or similar floor that is higher than the then-applicable Adjusted Eurodollar Rate for the Initial Term Loans), (b) if the prepayment, refinancing, substitution, replacement, amendment, waiver or modification is effectuated by the incurrence by the Borrower or any of the Credit Parties of new Indebtedness, such new Indebtedness is first lien secured bank financing, and (c) if such prepayment, refinancing, substitution, replacement, amendment, waiver or modification results in first lien secured bank financing having an “effective yield” (as reasonably determined by the Administrative Agent in consultation with the Borrower, consistent with generally accepted financial practices, after giving effect to, among other factors, margin, upfront or similar fees or original issue discount shared with all providers of such financing (calculated based on assumed four (4) year average life and without present value discount), but excluding the effect of any arrangement, commitment, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted Eurodollar Rate, but including any Adjusted Eurodollar Rate floor or similar floor that is higher than the then-applicable Adjusted Eurodollar Rate for the Initial Term Loans) that is less than the “effective yield” (as reasonably determined by the Administrative Agent in consultation with the Borrower, on the same basis) of the Ini...
