Exhibit 10.1

	
 
    	
 
    	
 
    


 

SEVENTH AMENDMENT TO CREDIT AGREEMENT

 

WIDEOPENWEST FINANCE, LLC,
 as the Borrower

 




 

CREDIT SUISSE AG,
 as the Administrative Agent

 

JPMORGAN CHASE BANK, N.A.,
 as the Revolver Agent

 




 

JPMORGAN CHASE BANK, N.A.,

CREDIT SUISSE SECURITIES (USA) LLC,

MORGAN STANLEY SENIOR FUNDING, INC., and

UBS SECURITIES LLC,
 as the Seventh Amendment Lead Arrangers

 




 

JPMORGAN CHASE BANK, N.A.,

CREDIT SUISSE SECURITIES (USA) LLC,

MORGAN STANLEY SENIOR FUNDING, INC.,

UBS SECURITIES LLC,

RBC CAPITAL MARKETS(1),

SUNTRUST ROBINSON HUMPHREY, INC., and

MACQUARIE CAPITAL (USA) INC.,

as joint bookrunners for the Seventh Amendment

 




 

CREDIT SUISSE SECURITIES (USA) LLC,

MORGAN STANLEY SENIOR FUNDING, INC.,

UBS SECURITIES LLC,

RBC CAPITAL MARKETS,

SUNTRUST BANK, and

MACQUARIE CAPITAL (USA) INC.,

as co-syndication agents for the Seventh Amendment

 




 

RAYMOND JAMES BANK, N.A.,

as documentation agent for the Seventh Amendment

	
 
    	
 
    	
 
    


 




(1)  RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.

 











 

SEVENTH AMENDMENT TO CREDIT AGREEMENT

 

This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 31, 2017, is entered into among WIDEOPENWEST FINANCE, LLC, a Delaware limited liability company (the “Borrower”), the PARENT GUARANTORS (as defined in the Existing Credit Agreement referred to below), the SUBSIDIARY GUARANTORS (as defined in the Existing Credit Agreement referred to below), the SEVENTH AMENDMENT LENDERS (as defined below), CREDIT SUISSE AG, as the Letter of Credit Issuer (as defined in the Existing Credit Agreement referred to below) (in such capacity, the “Existing Letter of Credit Issuer”), JPMORGAN CHASE BANK, N.A., as the New Letter of Credit Issuer (as defined below), CREDIT SUISSE AG, as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and JPMORGAN CHASE BANK, N.A., as the Revolver Agent (as defined below), and amends that certain Credit Agreement, dated as of July 17, 2012, as amended by the First Amendment to Credit Agreement, dated as of April 1, 2013, the Second Amendment to Credit Agreement, dated as of November 27, 2013, the Third Amendment to Credit Agreement, dated as of May 21, 2015, the Fourth Amendment to Credit Agreement, dated as of July 1, 2015, the Fifth Amendment to Credit Agreement, dated as of May 11, 2016, and the Sixth Amendment to Credit Agreement, dated as of August 19, 2016 (such Credit Agreement, as so amended prior to this Amendment, the “Existing Credit Agreement”; and the Existing Credit Agreement as modified pursuant to this Amendment, the “Credit Agreement”), among the Borrower, the Parent Guarantors, the Lenders party thereto and the Administrative Agent.

 

RECITALS

 

WHEREAS, pursuant to Section 2.19 of the Existing Credit Agreement, the Borrower will refinance (the “Refinancing” and, together with the IPO, the “Transactions”) the existing Revolving Credit Commitments and all outstanding Revolving Credit Loans under the Existing Credit Agreement (such commitments, the “Existing Revolving Commitments”; such loans, the “Existing Revolving Loans”; and such commitments and loans, collectively, the “Existing Revolving Facility”) and, in connection therewith, the Lenders and Additional Lenders party hereto (collectively, the “Seventh Amendment Lenders”) will provide Revolving Credit Commitments in an aggregate principal amount of $200,000,000.00 (the “Refinancing Revolving Commitments”) (subject to satisfaction or waiver of the conditions set forth in Section 5 hereof);

 

WHEREAS, the proceeds of any Revolving Credit Loans made under such Refinancing Revolving Commitments (the “Refinancing Revolving Loans”) will be used (a) in the case of any Refinancing Revolving Loans made on the Seventh Amendment Effective Date (as defined below), (i) to repay the Existing Revolving Loans, (ii) to pay the fees, expenses and other transaction costs (including any original issue discount and/or upfront fees) incurred in connection with the Transactions and (iii) for general corporate purposes and (b) in the case of any Refinancing Revolving Loans made after the Seventh Amendment Effective Date, for general corporate purposes;

 

WHEREAS, after giving effect to the Refinancing Revolving Commitments, the parties hereto will make certain amendments to the Existing Credit Agreement as provided herein, such that, from and after the Seventh Amendment Effective Date, the terms and provisions of the Existing Credit Agreement shall be as set forth in the Credit Agreement;

 

WHEREAS, (a) the Administrative Agent desires to delegate its duties, rights and powers under the Credit Agreement with respect to the Revolving Credit Facility to the Revolver Agent as sub-administrative agent for the Revolving Credit Facility and (b) the Revolver Agent agrees to accept such duties, rights and powers and to act as sub-administrative agent for the Revolving Credit Facility; and

 

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WHEREAS, the Borrower desires to replace the Existing Letter of Credit Issuer as Letter of Credit Issuer under the Credit Agreement with the New Letter of Credit Issuer.

 

NOW, THEREFORE, in consideration of the covenants made hereunder, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

SECTION 1.         Definitions.  Except as expressly provided herein, capitalized terms used in this Amendment shall have the meanings set forth for such terms in the Credit Agreement.

 

SECTION 2.         Amendments to the Existing Credit Agreement.  Effective upon the Refinancing, the terms and provisions of the Existing Credit Agreement are hereby amended as set forth on Exhibit A attached hereto such that all of the newly inserted and underscored provisions and any formatting changes reflected therein shall be deemed inserted or made, as applicable, and all of the stricken provisions shall be deemed to be deleted therefrom, which Credit Agreement shall immediately and automatically become effective upon the effectiveness of this Amendment in accordance with Section 5 below.  Schedules and Exhibits to the Credit Agreement shall remain as in effect under the Existing Credit Agreement, except with respect to Schedule 1.1(B) attached hereto which shall replace Schedule 1.1(B) to the Credit Agreement in its entirety.

 

SECTION 3.         Seventh Amendment Refinancing Revolving Commitments. Each Seventh Amendment Lender hereby commits to provide the amount of Refinancing Revolving Commitments as set forth opposite its name on Part I of Schedule 1.1(b) attached hereto pursuant to the terms and conditions hereof.

 

SECTION 4. Joinder to Credit Agreement.

 

(a)         Each Seventh Amendment Lender acknowledges and agrees that, upon the effectiveness of this Amendment, it shall become a “Revolving Credit Lender” and a “Lender” under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof; and shall perform all the obligations of and shall have all rights of a Revolving Credit Lender and Lender thereunder.

 

(b)         Upon the effectiveness of this Amendment, unless the context otherwise requires, all references in the Credit Documents to Revolving Credit Loans of each Revolving Credit Lender party to this Amendment shall be deemed to, and shall constitute, references to such Revolving Credit Loans as modified hereby.

 

SECTION 5.         Conditions to Effectiveness of this Amendment.  This Amendment shall become effective when all the conditions set forth in this Section 5 shall have been satisfied (provided that such conditions are satisfied no later than May 31, 2017) (the date such conditions are satisfied being the “Seventh Amendment Effective Date”).

 

(a)           Execution of Counterparts.  The Administrative Agent shall have executed this Amendment, it its capacity as Administrative Agent.  The Revolver Agent shall have executed this Amendment, it its capacity as Revolver Agent.  The Existing Letter of Credit Issuer and the New Letter of Credit Issuer shall have executed this Amendment in each of their capacities as Letter of Credit Issuer under the Existing Credit Agreement and the Credit Agreement, as applicable. The Seventh Amendment Lenders shall have executed this Amendment.  The Administrative Agent, the Revolving Agent, the Seventh Amendment Lenders and the Seventh Amendment Lead Arrangers, shall have received counterparts of this Amendment executed by a duly authorized officer of the Borrower, each Parent Guarantor and each Subsidiary Guarantor.

 

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(b)           Legal Opinions.  The Seventh Amendment Lead Arrangers, the Seventh Amendment Lenders, the Administrative Agent and the Revolver Agent shall have received the executed legal opinion of (a) Kirkland & Ellis LLP, special New York counsel to the Credit Parties and (b) Wilkinson Barker Knauer, LLP, regulatory counsel to the Credit Parties, in each case, (i) dated the Seventh Amendment Effective Date, (ii) addressed to the Administrative Agent, the Revolver Agent, the Letter of Credit Issuers and the Lenders (including the Additional Lenders), and (iii) in form and substance reasonably satisfactory to the Administrative Agent, the Revolver Agent and the Seventh Amendment Lead Arrangers.  The Borrower and the other Credit Parties hereby instruct such counsel to deliver such legal opinion.

 

(c)           Secretary Certificates.  The Administrative Agent shall have received a certificate of the Borrower, dated the Seventh Amendment Effective Date and reasonably acceptable to the Administrative Agent, the Revolver Agent and the Seventh Amendment Lead Arrangers, in each case with appropriate insertions, executed by the President, Vice President or Chief Financial Officer and the Secretary or any Assistant Secretary of the Borrower, and attaching (i) a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors (or similar governing body) of the Borrower (or a duly authorized committee thereof), authorizing (x) the execution and delivery of this Amendment and any agreements relating thereto to which it is a party and (y) the performance of the Transactions, this Amendment and the Credit Agreement, including any extensions of credit contemplated hereunder, (ii) a true and complete copy of the certificate of formation and limited liability company agreement of the Borrower, (iii) an incumbency certificate of the officers of the Borrower executing this Amendment and (iv) a good standing certificate certified as of a recent date from the applicable Governmental Authority of the Borrower’s jurisdiction of organization.

 

(d)           Seventh Amendment Effective Date Certificate. The Administrative Agent, the Revolver Agent and the Seventh Amendment Lenders shall have received a certificate of an Authorized Officer of the Borrower, dated the Seventh Amendment Closing Date, certifying that the conditions set forth in Sections 5(f) and 5(g) have been satisfied.

 

(e)           Fees and Expenses.  The Administrative Agent, Revolver Agent and the Seventh Amendment Lenders shall have received all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Revolver Agent and the Seventh Amendment Lead Arrangers (including the reasonable fees, charges and disbursements of outside counsel for the Revolver Agent and the Seventh Amendment Lead Arrangers) required to be paid pursuant to (i) that certain fee letter, dated as of May 8, 2017, between the Borrower, the Seventh Amendment Lead Arrangers and the Seventh Amendment Lenders (the “Fee Letter”), (ii) that certain agency fee letter, dated as of the date hereof, between the Borrower and the Revolver Agent (the “Agent Fee Letter”) and (iii) the Existing Credit Agreement or any other agreement relating to this Amendment and for which invoices have been presented, no later than three Business Days prior to the Seventh Amendment Effective Date (which amounts referred to in this clause (iii) may, at the Borrower’s option, be offset against any proceeds of initial Refinancing Revolving Loans made on the Seventh Amendment Effective Date).

 

(f)            Representations and Warranties.

 

i.                  As of the Seventh Amendment Effective Date, the representations and warranties contained herein, in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects on and as of the Seventh Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

 

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ii.               With respect to each Credit Party other than the Borrower, since the date of the last certification or delivery (as applicable) for such Credit Party (A) there shall have been no changes to the certificate of incorporation or certificate of formation and by-laws or limited liability company agreement (or equivalent organizational documents) of such Credit Party except as provided in the secretary’s certificate delivered on the Seventh Amendment Effective Date, (B) the resolutions adopted by the Board of Directors (or similar governing body) of such Credit Party and attached to the secretary’s certificate of such Credit Party shall not have been modified, rescinded or amended and shall be in full force and effect as of the Seventh Amendment Effective Date, and (C) no changes shall have been made to the incumbency certificate of the officers of such Credit Party.

 

(g)           No Default.  As of the Seventh Amendment Effective Date, no event shall have occurred and be continuing or would result from the consummation of the Transactions or the transactions contemplated by this Amendment on the Seventh Amendment Effective Date that would constitute an Event of Default or a Default.

 

(h)           Solvency Certificate.  On the Seventh Amendment Effective Date, the Administrative Agent, the Revolver Agent and the Seventh Amendment Lead Arrangers shall have received a certificate from the Chief Financial Officer or Chief Executive Officer of the Borrower in substantially the form of Exhibit L to the Existing Credit Agreement, demonstrating that after giving effect to the consummation of the Transactions and the transactions contemplated hereunder, the Borrower, on a consolidated basis with is Subsidiaries, is Solvent.

 

(i)            IPO. Substantially concurrently with the Seventh Amendment Effective Date, a Qualified IPO shall be consummated with gross proceeds at the time of such Qualified IPO of at least $310,000,000 (the “IPO”) and the net proceeds of the IPO shall be applied to reduce the outstanding indebtedness of the Borrower and its subsidiaries under the Senior Unsecured Notes or Term Loans under the Credit Agreement.

 

(j)            Section 2.19. The Borrower shall have complied with Section 2.19 of the Existing Credit Agreement to the extent necessary to incur the Refinancing Revolving Commitments (and Refinancing Revolving Loans made pursuant thereto).

 

(k)           PATRIOT Act. The Administrative Agent and the Revolver Agent shall have received, no later than five Business Days in advance of the Seventh Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, that has been reasonably requested by the Administrative Agent or the Revolver Agent at least ten days in advance of the Seventh Amendment Effective Date.

 

(l)            Termination of Existing Revolving Facility. The Administrative Agent shall have received a notice of termination with respect to the Existing Revolving Commitments meeting the requirements of Section 4.2 of the Credit Agreement and no Existing Revolving Loans shall be outstanding on the Seventh Amendment Effective Date.

 

For purposes of determining compliance with the conditions specified in this Section 5, each of the Seventh Amendment Lenders that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Seventh Amendment Lenders unless the Administrative Agent has received notice from such Seventh Amendment Lenders prior to the Seventh Amendment Effective Date specifying its objection thereto.

 

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SECTION 6.         Representations and Warranties.  Each Credit Party represents and warrants as follows:

 

(a)           Status.  Each Parent Guarantor, the Borrower and each Restricted Subsidiary (other than any Immaterial Subsidiary) (a) is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing in all jurisdictions where it is required to be so qualified or in good standing, except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect; provided, however, that each Parent Guarantor, the Borrower and the Subsidiaries may consummate any transaction permitted under Section 10.3 of the Credit Agreement.

 

(b)           Power and Authority.  (i) Each Credit Party has the corporate or other organizational power and authority to execute and deliver this Amendment and to carry out the terms and provisions of this Amendment and the Credit Agreement, to the extent such Credit Party is a party thereto and has taken all necessary corporate or other organizational action to authorize the execution and delivery of this Amendment and to authorize the performance of this Amendment and the Credit Agreement, to the extent such Credit Party is a party thereto (and, in the case of the Borrower, to borrow hereunder and under the Credit Agreement); (ii) each Credit Party has duly executed and delivered this Amendment, and each of this Amendment and the Credit Agreement, to the extent such Credit Party is a party thereto, constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity and (iii) each Credit Party (x) has the corporate or other organizational power and authority and possesses all franchises, licenses, permits, authorizations and approvals, in each case from Governmental Authorities, necessary to enable it to use its corporate name and to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (y) is in compliance with all applicable statutes, laws, ordinances, rules, orders, permits, franchises and regulations of any applicable Governmental Authority, domestic or foreign (including, without limitation, those related to Hazardous Materials and substances), except where noncompliance could not reasonably be expected to have a Material Adverse Effect.

 

(c)           Authorization; No Violation.  None of (i) the execution and delivery by any Credit Party of this Amendment, (ii) the performance by any Credit Party of this Amendment or the Credit Agreement, to the extent such Credit Party is a party thereto, or (iii) compliance by any Credit Party with the terms and provisions thereof, the Transactions or the other transactions contemplated by this Amendment will (x) contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, except where such contravention could not reasonably be expected to have a Material Adverse Effect, (y) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Parent Guarantor, the Borrower or any of the Restricted Subsidiaries (other than Liens created under the Credit Documents) pursuant to, the terms of any indenture (including the Senior Unsecured Notes Indenture), loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which any Parent Guarantor, the Borrower or any of the Restricted Subsidiaries is a party or by which it or any of its property or assets is bound, except where such breach or default could not reasonably be expected to have a Material Adverse Effect or (z) violate any provision of the certificate of incorporation, by-laws or other constitutional documents of any Parent Guarantor, the Borrower or any of the Restricted Subsidiaries.

 

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(d)           Accuracy of Representations and Warranties.  The representations and warranties of each Credit Party set forth in the Credit Documents (including, for avoidance of doubt, in the Credit Agreement) are true and correct in all material respects on and as of the Seventh Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

 

(e)           No Default or Event of Default.  As of the Seventh Amendment Effective Date, no Event of Default or Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Amendment on the Seventh Amendment Effective Date.

 

SECTION 7.         Validity of Obligations and Liens.

 

(a)           Validity of Obligations.  The Borrower, each Parent Guarantor and each other Credit Party acknowledges and agrees that, both before and after giving effect to this Amendment and the Credit Agreement, the Borrower, each Parent Guarantor and each other Credit Party is, jointly and severally, indebted to the Lenders (including, upon the effectiveness of this Amendment, to the Seventh Amendment Lenders) and the other Secured Parties for the Obligations, without defense, counterclaim or offset of any kind and the Borrower, each Parent Guarantor and each other Credit Party hereby ratifies and reaffirms the validity, enforceability and binding nature of such Obligations (except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity).  For the avoidance of doubt, it is acknowledged and agreed that, from and after the Seventh Amendment Effective Date, “Obligations”, as used in this Amendment or in any other Credit Documents shall include, without limitation, the Revolving Credit Loans and all other Obligations under or related to the Revolving Credit Commitments as modified by this Amendment.

 

(b)           Validity of Guarantees.  Each Parent Guarantor and each other Guarantor hereby (i) acknowledges and agrees to the terms of this Amendment and the Credit Agreement and (ii) confirms and agrees that, its guarantee under the Guarantee Agreement is, and shall continue to be, in full force and effect, and shall apply to all Obligations and such guarantee is hereby ratified and confirmed in all respects.

 

(c)           Validity of Liens and Credit Documents.  The Borrower, each Parent Guarantor and each other Credit Party hereby ratifies and reaffirms the validity and enforceability (except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity) of the Liens and security interests granted to the Administrative Agent for the benefit of the Secured Parties to secure any of the Obligations by the Borrower, each Parent Guarantor or any other Credit Party pursuant to the Credit Documents to which any of the Borrower, each Parent Guarantor or any other Credit Party is a party and hereby confirms and agrees that notwithstanding the effectiveness of this Amendment and the Credit Agreement, and except as expressly amended by this Amendment or pursuant to the Credit Agreement, each such Credit Document is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Amendment and the Credit Agreement, (i) each reference in the Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” (and each reference in the Credit Agreement to this “Agreement”, “hereunder” or “hereof”) or words of like import shall mean and be a reference to the Credit Agreement (as amended and modified hereby), and (ii) all references to “Revolving Credit Loans” and “Revolving Credit Commitments” in the Credit Documents shall be deemed to be references to the Revolving Credit Loans and Revolving Credit Commitments, as amended hereby (including the Refinancing Revolving Loans and the Refinancing Revolving Commitments), unless the context otherwise requires.

 

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SECTION 8.         Lender Consent and Authorization.

 

(a)           Each of the Lenders party hereto hereby acknowledges and agrees that it has received a copy of the Credit Agreement and consents to, and authorizes the Borrower, each Parent Guarantor, each other Credit Party and the Administrative Agent to enter into such amendments, restatements, amendment and restatements, supplements and modifications to the Security Agreement, the Guarantee Agreement and the other Security Documents and Credit Documents as the Administrative Agent deems reasonably necessary or desirable in connection with this Amendment.

 

(b)           By executing and delivering this Agreement, each of the Seventh Amendment Lenders, in its capacity as a Lender under the Credit Agreement, hereby irrevocably authorizes and directs (i) Credit Suisse AG to execute this Amendment in its capacities as Administrative Agent and (ii) JPMorgan Chase Bank, N.A. to execute this Amendment in its capacities as Revolver Agent.

 

(c)           By executing and delivering this Agreement, each of the Administrative Agent and the Letter of Credit Issuers consents to each Additional Lender that is a Seventh Amendment Lender party hereto becoming a Revolving Credit Lender.

 

(d)           For purposes of determining withholding Taxes imposed under FATCA, from and after the Seventh Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Seventh Amendment Lenders hereby authorize the Administrative Agent and the Revolver Agent to treat) the Refinancing Revolving Loans and Letter of Credit Exposure under the Refinancing Revolving Commitments as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

 

SECTION 9.         Appointment of Sub-Agent for Revolving Credit Facility.  The Administrative Agent desires to delegate its duties, rights and powers under the Credit Agreement with respect to the Revolving Credit Facility to JPMorgan Chase Bank, N.A. as sub-administrative agent for the Revolving Credit Facility (in such capacity, together with its successors and assigns in such capacity, the “Revolver Agent”) and hereby appoints JPMorgan Chase Bank, N.A. as the Revolver Agent, and JPMorgan Chase Bank, N.A. hereby agrees to accept such duties, rights and powers, and such appointment as, the Revolver Agent, and in connection therewith, the Administrative Agent and the Revolver Agent hereby agree as follows:

 

(a)             On and after the Seventh Amendment Effective Date, the Revolver Agent shall have the rights, obligations, duties and powers of the Administrative Agent set forth below (“Revolver Agency Responsibilities”) with respect to the Revolving Credit Facility under (and in accordance with) the Credit Agreement, to the full extent as if the Revolver Agent were appointed Administrative Agent for the Revolving Credit Facility in the first instance and the Administrative Agent shall have no Revolver Agency Responsibilities.

 

(b)             It is further acknowledged and agreed that the Revolver Agent shall assume the following responsibilities under the Revolving Credit Facility:

 

i.                  receiving and processing notices of borrowing, notices of prepayment, notices of termination or reductions of commitments,  and notices for conversions and continuations, in each case, with respect to the Revolving Credit Facility;

 

ii.               receiving and processing requests for Incremental Commitments and Loan Modification Offers, with respect to the Revolving Credit Facility; providing notices with respect to Letters

 

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of Credit to the extent such notices were otherwise to be provided by the Administrative Agent;

 

iii.            advancing funds to the Borrower in the case of Borrowings of loans under the Revolving Credit Facility (and receiving funds advanced from each Revolving Credit Lender in connection with such Borrowings);

 

iv.           receiving, processing, applying and distributing payments of principal and interest on the Revolving Credit Loans and commitment fees in respect of the Revolving Credit Commitments from the Borrower with respect to the Revolving Credit Facility and Letter of Credit Fees;

 

v.              maintaining the Register for the Revolving Credit Facility pursuant to Sections 2.5(d) and 13.6(b) of the Credit Agreement;

 

vi.           determining the interest rate for any Borrowing of Revolving Credit Loans and the Commitment Fee Rate in effect at any time; and

 

vii.        consenting to assignments of Revolving Credit Loans and Revolving Credit Commitments, to the extent consent of the Administrative Agent is required under Section 13.6 of the Credit Agreement;

 

(c)             Article 12 of the Credit Agreement shall apply to the Revolver Agent with equal force as if the Revolver Agent were the “Administrative Agent” referred to thereunder to the extent such provisions are applicable to the Revolver Agency Responsibilities, and each Seventh Amendment Lender and each Letter of Credit Issuer and the Administrative Agent hereby consents and agrees to the foregoing;

 

(d)             Neither the Revolver Agent nor the Administrative Agent shall (i) have any fiduciary relationship with the other, (ii) have any obligation to consult with, rely upon or seek consent from the other or (iii) have any liability to the other for actions taken in their respective capacities as Revolver Agent and Administrative Agent or omissions of the Revolver Agent and Administrative Agent in their respective capacities as Revolver Agent and Administrative Agent; and

 

(e)             Each Credit Party, each Seventh Amendment Lender and each Letter of Credit Issuer hereby (i) consents and agrees to the provisions of this Section 9, (ii) agrees that the Revolver Agent shall not have any liability to any Credit Party, any Seventh Amendment Lender or any Letter of Credit Issuer for actions taken by or omissions of the Administrative Agent in its capacity as the Administrative Agent, and (iii) agrees that the Administrative Agent shall not have any liability to any Credit Party, any Seventh Amendment Lender or any Letter of Credit Issuer for actions taken by or omissions of the Revolver Agent in its capacity as the Revolver Agent.

 

SECTION 10. Appointment of New Letter of Credit Issuer. Pursuant to Section 3.6 of the Credit Agreement, the Borrower hereby replaces the Existing Letter of Credit Issuer with JPMorgan Chase Bank, N.A. as Letter of Credit Issuer under the Credit Agreement (in such capacity, the “New Letter of Credit Issuer”) and the New Letter of Credit Issuer accepts such appointment. On and from the Seventh Amendment Effective Date, the Existing Letter of Credit Issuer shall cease to be a Letter of Credit Issuer under the Credit Agreement and the New Letter of Credit Issuer shall hereby have the rights, power and duties of a Letter of Credit Issuer under the Credit Agreement; provided that the Existing Letter of Credit Issuer shall continue to have all rights and obligations of a Letter of Credit Issuer under the Credit Agreement and other Credit Documents with respect to Letters of Credit previously issued by it. Letters

 

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of Credit issued by the Existing Letter of Credit Issuer and outstanding under the Existing Credit Agreement (collectively, the “Existing Letters of Credit” and each, an “Existing Letter of Credit”) on the Seventh Amendment Effective Date shall not be Letters of Credit under the Credit Agreement and shall constitute permitted Indebtedness under Section 10.1(iii) of the Credit Agreement. Each Existing Letter of Credit shall remain outstanding on and after the Seventh Amendment Effective Date; provided that, on and after the Seventh Amendment Effective Date, the Existing Letter of Credit Issuer shall have no further obligation to issue any new Letters of Credit, renew any Existing Letter of Credit or extend the expiration date of any Existing Letter of Credit. On the Seventh Amendment Effective Date, the Letter of Credit Commitments under the Credit Agreement of the Existing Letter of Credit Issuer shall be terminated and the Letter of Credit Commitments of the New Letter of Credit Issuer shall be $40,000,000.00.

 

SECTION 11.Governing Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

 

SECTION 12.       Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Amendment by telecopier or electronic image scan transmission (e.g., PDF via electronic mail) shall be effective as delivery of an original executed counterpart of this Amendment.

 

SECTION 13.       Execution of Amendment.  Execution of this Amendment by any Person constitutes the agreement of such Person to (and results in such Person being bound by) this Amendment and the Credit Agreement.

 

SECTION 14.       Severability.  Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

SECTION 15.       Integration.  This Amendment, the Existing Credit Agreement, the Credit Agreement, the other Credit Documents, the Fee Letter, the Agent Fee Letter and that certain commitment letter, dated May 8, 2017, among the Borrower, the Seventh Amendment Lead Arrangers and the Seventh Amendment Lenders (the “Commitment Letter”), represent the agreement of the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, the Seventh Amendment Lead Arrangers or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the Existing Credit Agreement, the Credit Agreement, other Credit Documents, the Commitment Letter, the Fee Letter and the Agent Fee Letter. This Amendment shall constitute a “Credit Document” and a “Refinancing Amendment” for all purposes under the Credit Agreement.

 

SECTION 16.       No Novation.  This Amendment shall not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the priority of any Credit Document or any other security therefor.  Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or the instruments,

 

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documents and agreements securing the same, which shall remain in full force and effect.  Nothing in this Amendment shall be construed as a release or other discharge of the Borrower, each Parent Guarantor or any other Credit Party from any of its obligations and liabilities under the Existing Credit Agreement or the other Credit Documents, all of which are continued on the terms set forth herein and in the Credit Agreement.

 

SECTION 17.       Submission to Jurisdiction; Waivers.  Each of the Parent Guarantors, each of the Subsidiary Guarantors and the Borrower each hereby irrevocably and unconditionally:

 

(a)           submits for itself and its property in any legal action or proceeding relating to this Amendment, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan, New York, New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

 

(b)           consents and agrees that any such action or proceeding arising out of or relating to this Amendment or any other Credit Document may be brought in any court referred to in paragraph (a) of this Section 17 and waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

 

(c)           agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 13.2 of the Credit Agreement or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

 

(d)           agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and

 

(e)           waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 17 any special, indirect, exemplary, punitive or consequential damages.

 

Each of the parties hereto agrees that a final judgment in any such action or proceeding arising out of or relating to this Amendment and brought in any court referred to in paragraph (a) of this Section 17 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

 

SECTION 18.       Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

 

10











 

SECTION 19.       Headings.  Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

 

SECTION 20.       Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of (i) the Borrower, each Parent Guarantor and each other Credit Party party hereto and their respective successors and assigns, and (ii) the Administrative Agent, the Revolver Agent and the Lenders and each of their respective successors and assigns.  Neither the Borrower’s nor any Parent Guarantor’s, nor any other Credit Parties’ rights and obligations hereunder and any interest herein may be assigned or delegated by the Borrower, each Parent Guarantor or any other Credit Party without the prior written consent of (i) the Lenders party hereto and (ii) each Agent and Lender whose consent is required under the Existing Credit Agreement or Credit Agreement, as applicable, for any such assignment or delegation.

 

[signature pages follow]

 

11












 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

	
 
    	
BORROWER:
    
	
 
    	
 
    
	
 
    	
WIDEOPENWEST FINANCE,   LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Richard Edward   Fish, Jr.
    
	
 
    	
Name:
    	
Richard Edward   Fish, Jr.
    
	
 
    	
Title:
    	
Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
PARENT   GUARANTORS:
    
	
 
    	
 
    
	
 
    	
RACECAR ACQUISITION,   LLC
    
	
 
    	
WIDEOPENWEST, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Richard Edward   Fish, Jr.
    
	
 
    	
Name:
    	
Richard Edward   Fish, Jr.
    
	
 
    	
Title:
    	
Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
SUBSIDIARY GUARANTORS:
    
	
 
    	
 
    
	
 
    	
WIDEOPENWEST CLEVELAND,   LLC
    
	
 
    	
WIDEOPENWEST ILLINOIS,   LLC
    
	
 
    	
WIDEOPENWEST MICHIGAN,   LLC
    
	
 
    	
WIDEOPENWEST NETWORKS,   LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Richard Edward Fish, Jr.
    
	
 
    	
Name:
    	
Richard Edward   Fish, Jr.
    
	
 
    	
Title:
    	
Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
WIDEOPENWEST GEORGIA,   LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Richard Edward   Fish, Jr.
    
	
 
    	
Name:
    	
Richard Edward   Fish, Jr.
    
	
 
    	
Title:
    	
Treasurer
    


 

[WideOpenWest Finance, LLC - Seventh Amendment to Credit Agreement]

 











 

	
 
    	
WIDEOPENWEST OHIO, LLC
    
	
 
    	
SIGECOM, LLC
    
	
 
    	
WIDEOPENWEST CAPITAL   CORP.
    
	
 
    	
WIDEOPENWEST   MID-MICHIGAN HOLDINGS, LLC
    
	
 
    	
WIDEOPENWEST   MID-MICHIGAN, LLC
    
	
 
    	
KITE PARENT CORP.
    
	
 
    	
KNOLOGY, INC.
    
	
 
    	
KNOLOGY   BROADBAND, INC.
    
	
 
    	
KNOLOGY OF CENTRAL   FLORIDA, INC.
    
	
 
    	
KNOLOGY PROVIDER   SOLUTIONS GROUP, INC.
    
	
 
    	
KNOLOGY OF   ALABAMA, INC.
    
	
 
    	
KNOLOGY OF   AUGUSTA, INC.
    
	
 
    	
KNOLOGY OF   CHARLESTON, INC.
    
	
 
    	
KNOLOGY OF   COLUMBUS, INC.
    
	
 
    	
KNOLOGY OF FLORIDA, LLC
    
	
 
    	
KNOLOGY OF   GEORGIA, INC.
    
	
 
    	
KNOLOGY OF HUNTSVILLE, INC.
    
	
 
    	
KNOLOGY OF   KNOXVILLE, INC.
    
	
 
    	
KNOLOGY OF   MONTGOMERY, INC.
    
	
 
    	
KNOLOGY OF   NASHVILLE, INC.
    
	
 
    	
KNOLOGY OF SOUTH   CAROLINA, INC.
    
	
 
    	
KNOLOGY OF SOUTH   DAKOTA, INC.
    
	
 
    	
KNOLOGY OF   TENNESSEE, INC.
    
	
 
    	
GLOBE   TELECOMMUNICATIONS, INC.
    
	
 
    	
ITC GLOBE, INC.
    
	
 
    	
KNOLOGY OF THE   VALLEY, INC.
    
	
 
    	
VALLEY TELEPHONE CO.,   LLC
    
	
 
    	
KNOLOGY OF THE   PLAINS, INC.
    
	
 
    	
KNOLOGY COMMUNITY   TELEPHONE, INC.
    
	
 
    	
KNOLOGY OF THE BLACK   HILLS, LLC
    
	
 
    	
BLACK HILLS FIBER   SYSTEMS, INC.
    
	
 
    	
BHFC PUBLISHING, LLC
    
	
 
    	
KNOLOGY TOTAL   COMMUNICATIONS, INC.
    
	
 
    	
KNOLOGY OF THE   WIREGRASS, INC.
    
	
 
    	
WIREGRASS   TELCOM, INC.
    
	
 
    	
COMMUNICATIONS   ONE, INC.
    
	
 
    	
KNOLOGY OF   KANSAS, INC.
    
	
 
    	
KNOLOGY DATA CENTER   SERVICES, INC.
    
	
 
    	
KNOLOGY OF   KENTUCKY, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Richard Edward   Fish, Jr.
    
	
 
    	
Name:
    	
Richard Edward   Fish, Jr.
    
	
 
    	
Title:
    	
Chief Financial Officer
    


 

[WideOpenWest Finance, LLC - Seventh Amendment to Credit Agreement]

 











 

	
 
    	
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
    
	
 
    	
as Administrative Agent   and Letter of Credit Issuer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Judith Smith
    
	
 
    	
Name:
    	
Judith Smith
    
	
 
    	
Title:
    	
Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joan Park
    
	
 
    	
Name:
    	
Joan Park
    
	
 
    	
Title:
    	
Authorized Signatory
    


 

[WideOpenWest Finance, LLC - Seventh Amendment to Credit Agreement]

 











 

	
 
    	
JPMORGAN CHASE BANK, N.A.,
    
	
 
    	
as Revolver Agent and Letter   of Credit Issuer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nicholas   Gitron-Beer
    
	
 
    	
Name:
    	
Nicholas Gitron-Beer
    
	
 
    	
Title:
    	
Vice President
    


 

[WideOpenWest Finance, LLC - Seventh Amendment to Credit Agreement]

 











 

	
 
    	
REVOLVING CREDIT   LENDERS:
    
	
 
    	
 
    
	
 
    	
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
    
	
 
    	
as a Seventh Amendment Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Judith Smith
    
	
 
    	
Name:
    	
Judith Smith
    
	
 
    	
Title:
    	
Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joan Park
    
	
 
    	
Name:
    	
Joan Park
    
	
 
    	
Title:
    	
Authorized Signatory
    


 

[WideOpenWest Finance, LLC - Seventh Amendment to Credit Agreement]

 











 

	
 
    	
JPMORGAN CHASE BANK, N.A.,
    
	
 
    	
as a Seventh Amendment   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nicholas   Gitron-Beer
    
	
 
    	
Name:
    	
Nicholas Gitron-Beer
    
	
 
    	
Title:
    	
Vice President
    


 

[WideOpenWest Finance, LLC - Seventh Amendment to Credit Agreement]

 











 

	
 
    	
MORGAN STANLEY SENIOR   FUNDING, INC.,
    
	
 
    	
as a Seventh Amendment   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael King
    
	
 
    	
Name:
    	
Michael King
    
	
 
    	
Title:
    	
Vice President
    


 

[WideOpenWest Finance, LLC - Seventh Amendment to Credit Agreement]

 











 

	
 
    	
UBS AG, STAMFORD   BRANCH,
    
	
 
    	
as a Seventh Amendment   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Houssem Daly
    
	
 
    	
Name:
    	
Houssem Daly
    
	
 
    	
Title:
    	
Associate Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Darlene Arias
    
	
 
    	
Name:
    	
Darlene Arias
    
	
 
    	
Title:
    	
Director
    


 

[WideOpenWest Finance, LLC - Seventh Amendment to Credit Agreement]

 











 

	
 
    	
ROYAL BANK OF CANADA,
    
	
 
    	
as a Seventh Amendment   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Allan Kortan
    
	
 
    	
Name:
    	
Allan Kortan
    
	
 
    	
Title:
    	
Authorized Signatory
    


 

[WideOpenWest Finance, LLC - Seventh Amendment to Credit Agreement]

 











 

	
 
    	
SUNTRUST BANK,
    
	
 
    	
as a Seventh Amendment   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Marshall T.   Mangum, III
    
	
 
    	
Name:
    	
Marshall T.   Mangum, III
    
	
 
    	
Title:
    	
Director
    


 

[WideOpenWest Finance, LLC - Seventh Amendment to Credit Agreement]

 











 

	
 
    	
MACQUARIE CAPITAL   FUNDING LLC,
    
	
 
    	
as a Seventh Amendment   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ayesha Farooqi
    
	
 
    	
Name:
    	
Ayesha Farooqi
    
	
 
    	
Title:
    	
Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Stephen Mehos
    
	
 
    	
Name:
    	
Stephen Mehos
    
	
 
    	
Title:
    	
Authorized Signatory
    


 

[WideOpenWest Finance, LLC - Seventh Amendment to Credit Agreement]

 











 

	
 
    	
RAYMOND JAMES BANK,   N.A.,
    
	
 
    	
as a Seventh Amendment   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Pelletier
    
	
 
    	
Name:
    	
Michael Pelletier
    
	
 
    	
Title:
    	
Senior Vice President
    


 

[WideOpenWest Finance, LLC - Seventh Amendment to Credit Agreement]

 












 

SCHEDULE 1.1(b)

 

Revolving Credit Commitments and Term Loan Commitments

 

Part I

 

Revolving Credit Commitments

 


	
Lender
    	
 
    	
Amount
    	
 
    	
Address
    
	
JPMorgan Chase Bank, N.A.
    	
 
    	
$
    	
33,333,333.34
    	
 
    	
383 Madison Avenue
   New York, NY 10179
    
	
Credit Suisse AG
    	
 
    	
$
    	
33,333,333.34
    	
 
    	
Eleven Madison Avenue
   New York, NY 10010
    
	
Morgan Stanley Senior Funding, Inc.
    	
 
    	
$
    	
33,333,333.33
    	
 
    	
585 Broadway
   New York, NY 10036
    
	
UBS AG, Stamford Branch
    	
 
    	
$
    	
33,333,333.33
    	
 
    	
600 Washington Boulevard
   Stamford, CT 06901
    
	
Royal Bank of Canada
    	
 
    	
$
    	
23,333,333.33
    	
 
    	
Three World Financial Center
   200 Vessey Street
   New York, NY 10281
    
	
SunTrust Bank
    	
 
    	
$
    	
23,333,333.33
    	
 
    	
3333 Peachtree Rd., NE
   Atlanta, GA 30326
    
	
Macquarie Capital Funding LLC
    	
 
    	
$
    	
12,000,000.00
    	
 
    	
125 West 55th Street
   New York, NY 10019
    
	
Raymond James Bank, N.A.
    	
 
    	
$
    	
8,000,000.00
    	
 
    	
710 Carillon Parkway
   St. Petersburg, FL 33716
    
	
Total
    	
 
    	
$
    	
200,000,000.00
    	
 
    	
 
    




 

Part II — Term Loan Commitments

 

Part II-A

 

Refinancing Term Loan Commitments

 


	
Lender
    	
 
    	
Amount
    	
 
    	
Address
    
	
Morgan Stanley Senior Funding, Inc.
    	
 
    	
$
    	
1,826,000,000
    	
 
    	
1585 Broadway
   New York, New York 10036
    
	
Total
    	
 
    	
$
    	
1,826,000,000
    	
 
    	
 
    




 

Part II-B

 

New Term Loan Commitments

 


	
Lender
    	
 
    	
Amount
    	
 
    	
Address
    
	
Morgan Stanley Senior Funding, Inc.
    	
 
    	
$
    	
239,000,000
    	
 
    	
1585 Broadway
   New York, New York 10036
    
	
Total
    	
 
    	
$
    	
239,000,000
    	
 
    	
 
    




 












 



EXHIBIT A   [Attached.]


    




 










Senior First   Lien Credit Facilities CREDIT AGREEMENT dated as of July 17, 2012, as amended   by the First Amendment, dated as of April 1, 2013, the Second Amendment,   dated as of November 27, 2013, the Third Amendment, dated as of May 21, 2015,   the Fourth Amendment, dated as of July 1, 2015, the Fifth Amendment, dated as   of May 11, 2016, and the Sixth Amendment, dated as   of August 19, 2016, and  the   Seventh Amendment, dated as of May 31, 2017 among WIDEOPENWEST FINANCE,   LLC, as Borrower, Racecar Acquisition, LLC and WideOpenWest KITE Inc., as   Parent Guarantors, The Several Lenders from Time to Time Parties Hereto and   CREDIT SUISSE AG, as Administrative Agent JPMORGAN   CHASE BANK, N.A., as the Revolver Agent _______________________   JPMORGAN CHASE BANK, N.A., CREDIT   SUISSE SECURITIES (USA) LLC, MORGAN STANLEY   SENIOR FUNDING, INC.  , and  CREDIT SUISSEUBS SECURITIES (USA), LLC,  as the SixthSeventh Amendment Lead Arrangers


    




 










TABLE OF   CONTENTS Page SECTION 1. Definitions 1  1.1 Defined Terms 1  SECTION 2. Amount and Terms of Credit 5759  2.1 Commitments 5759  2.2 Minimum Amount of   Each Borrowing; Maximum Number of Borrowings 5962  2.3 Notice of Borrowing 5962  2.4 Disbursement of Funds 6063  2.5 Repayment of Loans;   Evidence of Debt 6063    2.6 Conversions and Continuations 6164  2.7 Pro Rata Borrowings 6265  2.8 Interest 6266  2.9 Interest Periods 6366  2.10 Inability to   Determine Interest Rate, Illegality, etc 6467  2.11 Increased Costs 6568  2.12 Compensation 6669  2.13 Change of Lending   Office 6670  2.14 Notice of Certain Costs 6770  2.15 Defaulting Lenders 6770  2.16 Cash Collateral 6972  2.17 Incremental   Commitments 6973  2.18 Loan Modification Offers 7276  2.19 Refinancing Amendments 7478  2.20 Repricing   Protection 7679  2.21 Refinancing Term B Loans; New Term B Loans 7680  2.22 Cashless Rollover of Term Loans 7780  SECTION 3. Letters of Credit 7780  3.1 Letters of Credit 7780  3.2 Letter of Credit Requests 7881  3.3 Letter of Credit Participations 7882  3.4 Agreement to Repay Letter of Credit Drawings 8184  3.5 Increased Costs 8185  3.6 New or Successor   Letter of Credit Issuer 8285  SECTION 4. Fees;   Commitments 8386    4.1 Fees 8386  4.2 Voluntary   Reduction of Revolving Credit Commitments 8487  4.3 Mandatory   Termination of Commitments 8488


    




 










SECTION 5. Payments 8488  5.1 Voluntary Prepayments 8488  5.2 Mandatory   Prepayments 8589    5.3 Method and Place of Payment 8892  5.4 Taxes 8992  5.5 Computations of   Interest and Fees 9194    5.6 Limit on Rate of Interest 9194  SECTION 6. Conditions Precedent to Initial Borrowing. 9195  6.1 Credit Documents 9195  6.2 Collateral 9295  6.3 Legal Opinions 9396  6.4 Closing   Certificate 9397    6.5 Senior Unsecured Notes and Senior Subordinated   Notes 9397  6.6 Equity Contribution 9397  6.7 Acquisition;   Merger Agreement; Merger 9397  6.8 Company Material   Adverse Effect 9397    6.9 Closing Secretary Certificates 9397  6.10 Corporate Proceedings of Each Credit Party 9497  6.11 Corporate Documents; Good Standing Certificates;   Incumbency Certificates 9497  6.12 Fees 9498  6.13 Solvency Certificate 9498  6.14 Historical Financial   Statements 9498    6.15 Pro Forma Financial Statements 9498  6.16 Insurance 9498  6.17 Existing   Indebtedness 9498    6.18 Money Laundering 9598  SECTION 7. Conditions   Precedent to All Credit Events 9599  7.1 No Default;   Representations and Warranties 9599  7.2 Notice of   Borrowing; Letter of Credit Request 9599  SECTION 8.   Representations, Warranties and Agreements 9699  8.1 Corporate Status 9699  8.2 Corporate Power and Authority 96100  8.3 Authorization; No Violation 96100  8.4 Litigation 97100  8.5 Margin Regulations   97100  8.6 Governmental Approvals 97101  8.7 Investment   Company Act 97101    8.8 True and Complete Disclosure 97101  8.9 Financial Statements; Financial Condition;   Material Adverse Effect 97101  8.10 Tax Returns and   Payments 98101  8.11 Compliance with ERISA 98102  8.12 Subsidiaries 98102


    




 










8.13 Patents, etc 98102  8.14 Environmental Laws 99102  8.15 Properties 99103  8.16 Security Documents 99103  8.17 Solvency 100104  8.18 Senior Indebtedness 100104  8.19 Use of Proceeds 100104  SECTION 9. Affirmative Covenants 101104  9.1 Information Covenants 101105  9.2 Books, Records   and Inspections 103107    9.3 Maintenance of Insurance 103107  9.4 Payment of Taxes 104108  9.5 Consolidated   Corporate Franchises 104108  9.6 Compliance with   Statutes, Regulations, etc. 104108  9.7 ERISA 104108  9.8 Good Repair 105109  9.9 Transactions with   Affiliates 105109    9.10 End of Fiscal Years; Fiscal Quarters 106110  9.11 Additional Guarantors and Grantors; Additional   Subsidiaries 106110    9.12 Pledges of Additional Capital Stock and Evidence   of Indebtedness 106110    9.13 Use of Proceeds 107111  9.14 Changes in   Business 107111    9.15 Further Assurances 107111  9.16 Maintenance of   Rating of Facilities 108112  9.17 Interest Rate   Protection 108112    9.18 Limitations on Activities 108112  9.19 Designation of Subsidiaries 109112  9.20 Post-Closing Covenants 109113  SECTION 10. Negative Covenants 109113  10.1 Limitation on Indebtedness 109113  10.2 Limitation on Liens 113117  10.3 Limitation on   Fundamental Changes 114118  10.4 Limitation on   Sale of Assets 115119    10.5 Limitation on Investments 117121  10.6 Limitations on Dividends 118122  10.7 Limitations on Subordinated Debt Payments and   Amendments 120124    10.8 Limitations on Sale Leasebacks 120124  10.9 Financial Covenant 120124  10.10 Limitations on   Negative Pledges; Limitations on Clauses Restricting Subsidiary Distributions   121125  SECTION 11. Events of Default 122126  11.1 Payments 122126  11.2 Representations,   etc. 122126  11.3 Covenants 122126


    




 










11.4 Default Under Other Agreements 123127  11.5 Bankruptcy, etc. 123127  11.6 ERISA 123127  11.7 Guarantee   Agreement 124128    11.8 Security Agreement and Pledge Agreement 124128  11.9 Mortgages 124128  11.10 Judgments 124128  11.11 Change of Control 124128  11.12 Cure Right 125129  11.13 Government Approvals and Consents 126130  11.14 Application of Proceeds 126130  SECTION 12. The Administrative Agent 126130  12.1 Appointment 126130  12.2 Delegation of   Duties 127131  12.3 Exculpatory Provisions 127131  12.4 Reliance by Administrative Agent 128132  12.5 Notice of Default 128132  12.6 Non-Reliance on   Administrative Agent and Other Lenders 128132  12.7 Indemnification 129133  12.8 Administrative Agent in its Individual Capacity 129133  12.9 Successor Agent 129133  12.10 Withholding Tax   130134  12.11 Other Agents; Arranger and Bookrunner 130134  12.12 Administrative Agent May File Proofs of Claim 131135  12.13 Collateral and Guaranty Matters 131135  12.14 Credit Bidding 132136  12.15 Cash Management   Obligations; Swap Agreements 132136  SECTION 13.   Miscellaneous 133137    13.1 Amendments and Waivers 133137  13.2 Notices 135139  13.3 No Waiver;   Cumulative Remedies 138143  13.4 Survival of   Representations and Warranties 138143  13.5 Payment of   Expenses; Indemnification 138143  13.6 Successors and   Assigns; Participations and Assignments 139144  13.7 Replacements of   Lenders under Certain Circumstances 146150  13.8 Adjustments;   Set-off 147151  13.9 Counterparts 147152  13.10 Severability 148152  13.11 Integration 148153  13.12 GOVERNING LAW 148153  13.13 Submission to Jurisdiction; Waivers 148153  13.14 Acknowledgments 149154  13.15 WAIVERS OF JURY   TRIAL 150154  13.16 Confidentiality 150154  13.17 USA Patriot Act   151155


    




 










13.18 Consent to Effectiveness 151155  13.19 Acknowledgement and Consent to   Bail-In of EEA Financial Institutions 151156


    




 










SCHEDULES   Schedule 1.1(a) Mortgaged Properties Schedule 1.1(b) Revolving Credit   Commitments and Term Loan Commitments Schedule 1.1(c) Existing Letters of   Credit Schedule 1.1(d) Existing Specified Hedge Agreements Schedule 8.12 Subsidiaries   Schedule 8.16(b) UCC Filing Jurisdictions Schedule 8.16(c) Mortgage Recording   Jurisdictions Schedule 9.20 Post-Closing Covenants Schedule 10.1 Closing Date   Indebtedness Schedule 10.2 Closing Date Liens Schedule 10.5 Closing Date   Investments EXHIBITS Exhibit A Form of Assignment and Acceptance Exhibit B   Form of Guarantee Agreement Exhibit C-1 Form of Security Agreement Exhibit   C-2 Form of Pledge Agreement Exhibit D Form of Notice of Borrowing Exhibit E   Form of Mortgage (Real Property) Exhibit F Form of Perfection Certificate   Exhibit G Form of Letter of Credit Request Exhibit H-1 Form of Pari Passu   Intercreditor Agreement Exhibit H-2 Form of Second Lien Intercreditor   Agreement Exhibit I Form of U.S. Tax Compliance Certificate Exhibit J-1 Form   of Borrower Closing Certificate Exhibit J-2 Form of Credit Party Closing   Certificate Exhibit K-1 Form of Promissory Note (Term Loans) Exhibit K-2 Form   of Promissory Note (Revolving Credit Loans) Exhibit L Form of Solvency   Certificate


    




 










CREDIT   AGREEMENT, dated as of July 17, 2012, as amended by   the First Amendment, dated as of April 1, 2013, the Second Amendment, dated   as of November 27, 2013, the Third Amendment, dated as of May 21, 2015, the   Fourth Amendment, dated as of July 1, 2015, the Fifth Amendment, dated as of   May 11, 2016, and the Sixth Amendment, dated as   of August 19, 2016 and the Seventh Amendment, dated   as of May 31, 2017 among WIDEOPENWEST FINANCE, LLC, a Delaware limited   liability company (the “Borrower”), Racecar Acquisition, LLC, a Delaware   limited liability company (“Holdings”), WideOpenWest KITE Inc., a Delaware   corporation (including as successor by merger to WideOpenWest Cleveland,   Inc., WideOpenWest Illinois, Inc., WideOpenWest Networks, Inc., WideOpenWest   Ohio, Inc. and WOW Sigecom, Inc.) (“WOW Knology Parent”), the lending   institutions from time to time parties hereto (each a “Lender” and,   collectively, the “Lenders”), and CREDIT SUISSE   AG, as Administrative Agent and JPMORGAN CHASE BANK,   N.A. as the Revolver Agent. The Borrower, Kingston Merger Sub, Inc., a   Delaware corporation (“Merger Sub”), and Knology, Inc., a Delaware   corporation (the “Company”) have entered into an Agreement and Plan of Merger   dated as of April 18, 2012 (the “Merger Agreement”), pursuant to which the   Borrower has agreed to acquire (the “Acquisition”) the Company. In connection   with the Acquisition, on the Closing Date, the Company will be merged (the   “Merger”) with and into Merger Sub, with the Company surviving as a direct   wholly owned Subsidiary of the Borrower. In connection with the Acquisition   and the refinancing of the Existing Credit Facilities (this and other   capitalized terms used herein having the meanings given to them in Section   1.1 below), the Borrower has requested the Lenders to extend credit in the   form of (a) Term Loans, in an initial aggregate principal amount of   $1,920,000,000 and (b) Revolving Credit Loans made available to the Borrower   at any time and from time to time prior to the applicable Maturity Date, in   an initial aggregate principal amount outstanding at   any time prior to the Non-Extended Revolving Credit Maturity Date not in   excess of $200,000,000 less the aggregate Letters of Credit Outstanding at   such time. The Borrower has requested the Letter of Credit Issuer to issue Letters   of Credit at any time and from time to time prior to the L/C Maturity Date,   in an aggregate face amount at any time outstanding not in excess of the   Letter of Credit Commitment. The proceeds of the Term Loans, together with   the proceeds of the Equity Contribution and the proceeds of the Senior   Unsecured Notes and the Senior Subordinated Notes issued on the Closing Date,   will be used by the Borrower solely to effect the Refinancing Transactions   and the Acquisition and to pay Transaction Expenses. Proceeds of Revolving   Credit Loans will be used solely for general corporate purposes of Holdings,   the Borrower and its Restricted Subsidiaries (including Permitted   Acquisitions, capital expenditures and repayments of Indebtedness not   prohibited hereunder) and to pay Transaction Expenses to the extent permitted   herein; provided that the proceeds of any   Refinancing Revolving Credit Loans may be used as set forth in the applicable   Refinancing Amendment. Letters of Credit will be used by the Borrower for   general corporate purposes. The parties hereto hereby agree as follows:   SECTION 1. Definitions . 1.1 Defined Terms . As   used herein, the following terms shall have the meanings specified in this   Section 1.1 (it being understood that defined terms in this Agreement shall   include in the singular number the plural and in the plural the singular):


    




 










“ABR” shall   mean, for any day, a rate per annum equal to the greatest of (a) the Prime   Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on   such day plus 1/2 of 1.0%, (c) the Adjusted LIBO Rate applicable for an   Interest Period of one month commencing on such day (or if such day is not a   Business Day, the immediately preceding Business Day) plus 1.0%; provided   that, solely for purposes of determining the Adjusted LIBO Rate for purposes   of the foregoing, the LIBO Rate for any day shall be based on the rate set   forth on such day at approximately 11:00 a.m. (London time) by reference to   the ICE Benchmark Administration Interest Settlement Rates for deposits in   Dollars (as set forth by any service selected by the Administrative Agent   that has been nominated by the ICE Benchmark Administration as an authorized   vendor for the purpose of displaying such rates), and (d) with respect to Term   Loans only, 2.00%. If the Administrative Agent shall have determined (which   determination shall be conclusive absent manifest error) that it is unable to   ascertain the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the   case may be, for any reason, including the inability or failure of the   Administrative Agent to obtain sufficient quotations or offers in accordance   with the terms of the respective definitions thereof, the ABR shall be   determined without regard to clause (b) or (c), as applicable, of the   preceding sentence until the circumstances giving rise to such inability no   longer exist. Any change in the ABR due to a change in the Prime Rate, the   Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective as   of the opening of business on the effective day of such change in the Prime   Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case   may be. Notwithstanding the foregoing, if the “ABR” as otherwise determined   pursuant to this definition shall be less than (a) with respect to Term Loans   only, 1.00%, then such rate shall be deemed 1.00% for the purposes of this   Agreement and (b) with respect to Revolving Credit Loans only, 0.00%, then   such rate shall be deemed 0.00% for the purposes of this Agreement. “ABR Loan”   shall mean any Loan bearing interest at a rate determined by reference to the   ABR. “Acceptable Price” shall have the meaning assigned to such term in the   definition of “Dutch Auction”. “Accepting Lenders” shall have the meaning   provided in Section 2.18(a). “Acquired EBITDA” shall mean, with respect to   any Acquired Entity or Business or any Converted Restricted Subsidiary (any   of the foregoing, a “Pro Forma Acquired Entity”), for any period, the amount   for such period of Consolidated EBITDA of such Pro Forma Acquired Entity   (determined using such definitions as if references to the Borrower and its   Restricted Subsidiaries therein were to such Pro Forma Acquired Entity and   its Subsidiaries), all as determined on a consolidated basis for such Pro   Forma Acquired Entity in accordance with GAAP. “Acquired Entity or Business”   shall have the meaning provided in the definition of the term “Consolidated   EBITDA”. “Acquisition” shall have the meaning provided in the preamble to   this Agreement. “Additional Lender” shall have the meaning provided in   Section 2.17(a). “Additional Revolving Credit Commitments” shall have the   meaning provided in Section 2.17(a).


    




 










“Adjusted LIBO   Rate” shall mean, with respect to any LIBO Rate Loan for any Interest Period,   an interest rate per annum equal to the greater of (a) (i) with respect to   Term Loans only, 1.00% per annum and (ii) with respect to Revolving Credit   Loans only, 0.00% per annum, and (b) the product of (i) the LIBO Rate in   effect for such Interest Period and (ii) the Statutory Reserve Rate.   “Administrative Agent” shall mean Credit Suisse AG, as the administrative   agent under this Agreement and the other Credit Documents, together with any   of its successors and assigns in such capacity.; provided that on and   after the Seventh Amendment Effective Date, the Revolver Agent shall have the   duties, rights and powers of the Administrative Agent under this Agreement   with respect to the Revolving Credit Facility as set forth in the Seventh   Amendment. “Administrative Agent’s Office” shall mean the office of the   Administrative Agent located at Eleven Madison Avenue, New York, New York   10010, or such other office as the Administrative Agent may hereafter   designate in writing as such to the other parties hereto. “Administrative   Questionnaire” shall have the meaning provided in Section 13.6(b)(ii)(D).   “Affected Class” shall have the meaning provided in Section 2.18(a).   “Affiliate” shall mean, with respect to any Person, any other Person directly   or indirectly controlling, controlled by, or under direct or indirect common   control with such Person. A Person shall be deemed to control another Person   (other than an individual) if the first Person possesses, directly or   indirectly, the power to direct or cause the direction of the management and   policies of such other Person, whether through the ownership of voting   securities, by contract or otherwise. Notwithstanding the foregoing, no   Secured Party shall be considered an Affiliate of any Credit Party.   “Affiliated Investment Fund” shall mean an Affiliate of the Sponsor (other   than any Parent Guarantor, the Borrower or any of their respective   Subsidiaries) that is a bona fide debt fund or an investment vehicle that is   engaged in the making, purchasing, holding or otherwise investing in   commercial loans, bonds and similar extensions of credit in the ordinary   course and with respect to which the Sponsor and investment vehicles managed   or advised by the Sponsor that are not engaged primarily in making,   purchasing, holding or otherwise investing in commercial loans, bonds and   similar extensions of credit in the ordinary course do not make investment   decisions for such entity. “Affiliated Lender” shall mean a Lender that is   the Sponsor or an Affiliate of the Sponsor, other than any Parent Guarantor,   the Borrower and their respective Subsidiaries or any natural Person.   “Agents” shall mean the Administrative Agent, the Joint Lead Arrangers, the   Co-Syndication Agents, the Documentation Agent and the Amendment Agents.   “Aggregate Revolving Credit Outstandings” shall have the meaning provided in   Section 5.2(b). “Agreement” shall mean this Credit Agreement, as the same may   be amended, restated, amended and restated, supplemented or otherwise   modified from time to time.


    




 










“Amendment   Agents” shall mean, collectively, the First Amendment Agents, the Second   Amendment Lead Arranger, the Third Amendment Lead Arranger, the Fourth   Amendment Lead Arranger, the Fifth Amendment Lead Arrangers and, the Sixth   Amendment Lead Arrangers and the Seventh Amendment   Agents. “Amortization Amount” shall have the meaning provided in Section   5.2(c). “Applicable ABR Margin” shall mean at any date, (a) with respect to   each ABR Loan that is a Term Loan, (i) prior to the First Amendment Effective   Date, 4.00% per annum, (ii) on and after the First Amendment Effective Date   and prior to the Third Amendment Effective Date, with respect to each ABR   Loan that is a Term B Loan, (x) if the Senior Secured Leverage Ratio as of   the most recent Calculation Date is greater than 5.00 to 1.00, 3.00% per   annum, and (y) if the Senior Secured Leverage Ratio as of the most recent   Calculation Date is less than or equal to 5.00 to 1.00, 2.75% per annum, and   (iii) on and after the Third Amendment Effective Date and prior to the Sixth   Amendment Effective Date, with respect to each ABR Loan that is a Term B   Loan, 2.50% per annum and (iv) on and after the Sixth Amendment Effective   Date, with respect to each ABR Loan that is a Term B Loan, 2.50% per annum   and (b) with respect to each ABR Loan that is a Revolving Credit Loan, (i) prior to the Seventh Amendment Effective Date, 2.50%   per annum and (ii) on and after the Seventh   Amendment Effective Date, 2.00% per annum. Each change in the Applicable   ABR Margin resulting from a change in the Senior Secured Leverage Ratio as of   any Calculation Date after the Initial Financial Statement Delivery Date   shall be effective with respect to all Revolving Credit Loans and Letters of   Credit outstanding on and after the date of delivery to the Administrative   Agent of the Section 9.1 Financials indicating such change until the date   immediately preceding the next date of delivery of Section 9.1 Financials   indicating another such change. Anything contained herein to the contrary   notwithstanding, in the event that any financial statement or Compliance   Certificate delivered hereunder is discovered to be inaccurate within one   year of delivery (regardless of whether this Agreement or the Commitments are   in effect when such inaccuracy is discovered), and such inaccuracy, if   corrected, would have led to the application of a higher Applicable ABR   Margin for any period (an “Applicable ABR Margin Period”) than the Applicable   ABR Margin applied for such Applicable ABR Margin Period, then (1) the   Borrower shall promptly deliver to the Administrative Agent a corrected   financial statement and a corrected Compliance Certificate for such   Applicable ABR Margin Period, (2) the Applicable ABR Margin shall be   determined based on the corrected Compliance Certificate for such Applicable   ABR Margin Period, and (3) the Borrower shall promptly pay to the   Administrative Agent, for the account of the applicable Lenders, the accrued   additional interest and Letter of Credit Fees owing as a result of such   increased Applicable ABR Margin for such Applicable ABR Margin Period. None   of the foregoing shall limit the rights of the Administrative Agent or the   Lenders with respect to Section 2.8(c) or Section 11. “Applicable Amount”   shall mean on any date (the “Reference Date”): (A) the sum of, without   duplication, (i) for purposes of Section 10.5(g)(ii), the proviso to Section   10.5(h), Section 10.5(i), Section 10.6(c) and Section 10.7(a)(x), $50,000,000,   and (ii) plus (A) 100% of the cumulative Consolidated EBITDA (without giving   effect to any adjustments based on Acquired EBITDA or Disposed EBITDA) for   the period (treated as one accounting period) from July 1,


    




 










2012, to the   end of the most recent fiscal quarter ending immediately prior to the   Reference Date for which Section 9.1 Financials have been delivered (or, if   such cumulative Consolidated EBITDA for such period is a deficit, minus 100%   of such deficit) less (B) 1.4 times cumulative Consolidated Interest Expense   of the Borrower and its Restricted Subsidiaries for the same period; provided   that, (1) in the case of Section 10.5(g)(ii), the proviso to Section 10.5(h),   Section 10.5(i), Section 10.6(c) and Section 10.7(a)(x), the amounts in   clauses (i) and (ii) above shall only be available if the Borrower shall be   in compliance with, on a Pro Forma Basis (which, for the avoidance of doubt,   shall be determined after giving effect to any investment or dividend   actually made pursuant to Section 10.5(g)(ii), the proviso to Section   10.5(h), Section 10.5(i), Section 10.6(c) or Section 10.7(a)(x) and to the   incurrence of any Indebtedness or utilization of cash or cash equivalents in   connection therewith), with the Financial Performance Covenant, as such   covenant is recomputed as at the most recent Calculation Date for which Section   9.1 Financials have been provided or were required to be provided, (2) in the   case of Section 10.7(a)(x) only, the amounts in clauses (i) and (ii) above   shall only be available if the Senior Secured Leverage Ratio as of the   applicable Reference Date is equal to or less than 3.50 to 1.00, determined   on a Pro Forma Basis (which, for the avoidance of doubt, shall be determined   after giving effect to any dividend actually made pursuant to Section 10.6(c)   and to the incurrence of any Indebtedness or utilization of cash or cash   equivalents in connection therewith), (3) in the case of Section 10.6(c)   only, the amounts in clauses (i) and (ii) above shall only be available (x)   beginning on November 21, 2017 and (y) subsequent to such date referred to in   the preceding clause (x), if the Senior Secured Leverage Ratio as of the   applicable Reference Date is equal to or less than 3.00 to 1.00, determined   on a Pro Forma Basis (which, for the avoidance of doubt, shall be determined   after giving effect to any dividend actually made pursuant to Section 10.6(c)   and to the incurrence of any Indebtedness or utilization of cash or cash   equivalents in connection therewith), plus (B) the amount of net cash   proceeds received by Holdings from capital contributions and the net cash proceeds   received by Holdings from the issuance of its Qualified Capital Stock (other   than any capital contribution or issuance of Qualified Capital Stock to the   extent utilized in connection with other transactions permitted pursuant to   Section 10.5 or 10.6 or to the extent utilized in connection with the   exercise of the Cure Right) (to the extent contributed by Holdings (directly   or through other Parent Companies) as Qualified Capital Stock to the   Borrower) during the period from and including the Business Day immediately   following the Closing Date through and including the Reference Date, minus   (C) the sum at the time of determination of (i) the aggregate amount of   Investments made since the Closing Date pursuant to Section 10.5(g)(ii), the   proviso to Section 10.5(h) and Section 10.5(i), (ii) the aggregate amount of   dividends made since the Closing Date pursuant to Section 10.6(c) and (iii)   the aggregate amount of prepayments, repurchases and redemptions made since   the Closing Date pursuant to Section 10.7(a)(x) ; provided that the   Applicable Amount shall only be available for any purpose under this   Agreement so long as (i) no Event of Default has occurred and is continuing   at the Reference Date or would result therefrom and (ii) with respect to any   Investment made pursuant to Section 10(g)(ii), the proviso to Section 10.5(h)   or Section 10.5(i), or any dividend made pursuant to Section 10.6(c) or any   prepayments, repurchases and redemptions made pursuant to Section 10.7(a)(x),   in the event the amount of such Investment, dividend or repayment, repurchase   or redemption exceeds $25,000,000, the Borrower shall deliver to the   Administrative Agent a certificate of an Authorized Officer of the Borrower   setting forth in reasonable detail the Applicable Amount as at such Reference   Date and the amount of such Investment, dividend, repayment, repurchase or   redemption, together with all relevant financial information reasonably   requested by the Administrative Agent.


    




 










“Applicable   Discount” shall have the meaning assigned to such term in the definition of   “Dutch Auction”. “Applicable LIBOR Margin” shall mean at any date, (a) with   respect to each LIBOR Loan that is a Term Loan, (i) prior to the First   Amendment Effective Date, 5.00% per annum, (ii) on and after the First   Amendment Effective Date and prior to the Third Amendment Effective Date,   with respect to each LIBOR Loan that is a Term B Loan, (x) if the Senior   Secured Leverage Ratio as of the most recent Calculation Date is greater than   5.00 to 1.00, 4.00% per annum, and (y) if the Senior Secured Leverage Ratio   as of the most recent Calculation Date is less than or equal to 5.00 to 1.00,   3.75% per annum, (iii) on and after the Third Amendment Effective Date and   prior to the Sixth Amendment Effective Date, with respect to each LIBOR Loan   that is a Term B Loan, 3.50% per annum and (iv) on and after the Sixth   Amendment Effective Date, with respect to each LIBOR Loan that is a Term B   Loan, 3.50% per annum and (b) with respect to each LIBOR Loan that is a Revolving   Credit Loan, (i) prior to the Seventh Amendment   Effective Date, 3.50% per annum and (ii) on and after the Seventh Amendment Effective   Date, 3.00% per annum. Each change in the   Applicable LIBOR Margin resulting from a change in the Senior Secured Leverage   Ratio as of any Calculation Date after the Initial Financial Statement   Delivery Date shall be effective with respect to all Revolving Credit Loans   and Letters of Credit outstanding on and after the date of delivery to the   Administrative Agent of the Section 9.1 Financials indicating such change   until the date immediately preceding the next date of delivery of Section 9.1   Financials indicating another such change. Anything contained herein to the   contrary notwithstanding, in the event that any financial statement or   Compliance Certificate delivered hereunder is discovered to be inaccurate   within one year of delivery (regardless of whether this Agreement or the   Commitments are in effect when such inaccuracy is discovered), and such   inaccuracy, if corrected, would have led to the application of a higher   Applicable LIBOR Margin for any period (an “Applicable LIBOR Margin Period”)   than the Applicable LIBOR Margin applied for such Applicable LIBOR Margin   Period, then (1) the Borrower shall promptly deliver to the Administrative   Agent a corrected financial statement and a corrected Compliance Certificate   for such Applicable LIBOR Margin Period, (2) the Applicable LIBOR Margin   shall be determined based on the corrected Compliance Certificate for such   Applicable LIBOR Margin Period, and (3) the Borrower shall promptly pay to   the Administrative Agent, for the account of the applicable Lenders, the   accrued additional interest and Letter of Credit Fees owing as a result of   such increased Applicable LIBOR Margin for such Applicable LIBOR Margin   Period. None of the foregoing shall limit the rights of the Administrative   Agent or the Lenders with respect to Section 2.8(c) or Section 11. “Approved   Fund” shall have the meaning provided in Section 13.6(b). “Asset Sale Prepayment   Event” shall mean any sale, transfer or other disposition of any business   unit, asset or other property of the Borrower, any Parent Guarantor or any of   the Restricted Subsidiaries not in the ordinary course of business (including   any sale, transfer or other disposition of any Capital Stock of any   Subsidiary of a Parent Guarantor or the Borrower owned by a Parent Guarantor   or the Borrower or a Restricted Subsidiary, including any sale or issuance of   any Capital Stock of any Subsidiary of a Parent Guarantor). Notwithstanding   the foregoing, the term “Asset Sale Prepayment Event” shall not include any   transaction permitted by Section 10.4, other than transactions permitted by   Sections 10.4(b), (e) and (g).


    




 










“Asset Swap”   shall mean any transaction or transactions involving the disposition to one   or more Persons of assets owned by one or more of the Borrower or any of its   Restricted Subsidiaries comprising one or more cable television systems, or   portions thereof, and related assets, and within three months of such   disposition, the acquisition by one or more of the Borrower and/or any of the   Subsidiary Guarantors (or any Restricted Subsidiary that is not a Subsidiary   Guarantor so long as the related disposition was not a disposition of assets   of the Borrower or a Subsidiary Guarantor), of assets comprising one or more   other cable television systems, or portions thereof, and related assets,   owned by such other Person or Persons, which assets acquired (in the   aggregate with any other such assets acquired within such period) have a fair   market value not less than the fair market value of the assets disposed of.   “Assignment and Acceptance” shall mean an assignment and acceptance   substantially in the form of Exhibit A. “Auction Agent” means (a) the   Administrative Agent or (b) any other financial institution or advisor   engaged by the Borrower (whether or not an Affiliate of the Administrative   Agent) to act as an arranger in connection with any Purchase pursuant to   Section 13.6(d) or (e); provided that the Borrower shall not designate the   Administrative Agent or any other Person as the Auction Agent without the   written consent of the Administrative Agent or such other Person (it being   understood that neither the Administrative Agent nor any other Person shall   be under any obligation to agree to act as the Auction Agent); provided,   further, that Affiliated Lenders, Holdings and its Subsidiaries, and their   respective Affiliates may not act as the Auction Agent. “Auction Purchase”   shall mean a purchase of Loans or Commitments pursuant to a Dutch Auction (x)   in the case of a Purchasing Borrower Party, in accordance with the provisions   of Section 13.6(e) or (y) in the case of an Affiliated Lender, in accordance   with the provisions of Section 13.6(d). “Authorized Officer” shall mean the   Chief Executive Officer, President, Executive Vice President, Chief Operating   Officer or Chief Financial Officer of the applicable Credit Party or any   other senior officer of the applicable Credit Party designated as such in writing   to the Administrative Agent by the applicable Credit Party. “Available   Commitment” shall mean an amount equal to the excess, if any, of (a) the   amount of the Total Revolving Credit Commitment over (b) the sum of (i) the   aggregate principal amount of all Revolving Credit Loans then outstanding and   (ii) the aggregate Letters of Credit Outstanding at such time. “Avista” shall   mean Avista Capital Holdings, LP or any of its Control Investment Affiliates.   “Bail-In Action” means the exercise of any Write-Down and Conversion Powers   by the applicable EEA Resolution Authority in respect of any liability of an   EEA Financial Institution. “Bail-In Legislation” means, with respect to any   EEA Member Country implementing Article 55 of Directive 2014/59/EU of the   European Parliament and of the Council of the European Union, the   implementing law for such EEA Member Country from time to time which is   described in the EU Bail-In Legislation Schedule.


    




 










“Bankruptcy   Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as   now or hereafter in effect, or any successor thereto. “Board” shall mean the   Board of Governors of the Federal Reserve System of the United States (or any   successor). “Borrower” shall have the meaning provided in the preamble to   this Agreement. “Borrower Historical Audited Financial Statements” shall mean   the audited financial statements of the Borrower and its consolidated   subsidiaries for the fiscal years of the Borrower ended December 31, 2009,   December 31, 2010 and December 31, 2011, consisting of balance sheets and the   related consolidated statements of income, stockholders’ equity and cash   flows for such fiscal years. “Borrower Historical Unaudited Financial   Statements” shall mean the unaudited financial statements of the Borrower and   its consolidated subsidiaries for the fiscal quarter of the Borrower ended   March 31, 2012, prepared in accordance with GAAP consistently applied.   “Borrower Materials” shall have the meaning provided in Section 13.2(c).   “Borrowing” shall mean Loans of the same Class and Type made, converted or   continued on the same date and, in the case of LIBO Rate Loans, as to which a   single Interest Period is in effect. “Business Day” shall mean any day   excluding Saturday, Sunday and any day that shall be in The City of New York   a legal holiday or a day on which banking institutions are authorized by law   or other governmental actions to close; provided, however, that when used in   connection with a LIBOR Loan or an ABR Loan based on the Adjusted LIBO Rate,   the term “Business Day” shall also exclude any day on which banks are not   open for dealings in Dollar deposits in the London interbank market.   “Calculation Date” means the last day of any fiscal quarter. “Cancellation”   shall mean the cancellation, termination and forgiveness by Purchasing   Borrower Party of all Loans, Commitments and related Obligations acquired in   connection with an Auction Purchase or other acquisition of Term Loans, which   cancellation shall be consummated as described in Section 13.6(e). “Capital   Expenditures” shall mean, for any period, the aggregate of all expenditures   (whether paid in cash or accrued as liabilities and including in all events   all amounts expended or capitalized under Capital Leases, but excluding any   amount representing capitalized interest) by the Borrower and the Restricted   Subsidiaries during such period that, in conformity with GAAP, are or are   required to be included as additions during such period to property, plant or   equipment reflected in the consolidated balance sheet of the Borrower and its   Subsidiaries; provided that the term “Capital Expenditures” shall not include   (a) expenditures made in connection with the replacement, substitution,   restoration or repair of assets (i) to the extent financed from insurance   proceeds paid on account of the loss of or damage to the assets being   replaced, restored or repaired or (ii) with awards of compensation arising   from the taking by eminent domain or condemnation of the assets being   replaced, (b) the purchase price of equipment that is purchased   simultaneously with the trade-in of existing equipment to the extent that the   gross amount of such purchase price is reduced by the credit granted by the   seller of such equipment for the equipment being traded in at such time, (c)   the purchase of plant, property or


    




 










equipment made   within two years of the sale of any asset to the extent purchased with the   proceeds of such sale or (d) amounts expended for Permitted Acquisitions.   “Capital Lease” shall mean, as applied to any Person, any lease of any   property (whether real, personal or mixed) by that Person as lessee that, in   conformity with GAAP, is, or is required to be, accounted for as a capital   lease on the balance sheet of that Person; provided that for all purposes   hereof, the determination of whether a lease is to be treated as a capital   lease shall be made without giving effect to any change in accounting for   leases under GAAP after the Closing Date. “Capital Stock” shall mean any and   all shares, interests, participations or other equivalents (however   designated) of capital stock of a corporation, any and all equivalent   ownership interests in a Person (other than a corporation), including,   without limitation, common stock, preferred stock, partnership interests   (general and limited) and membership and limited liability company interests,   and any and all warrants, rights or options to purchase or other arrangements   or rights to acquire any of the foregoing. “Capitalized Lease Obligations”   shall mean, as applied to any Person, all obligations under Capital Leases of   such Person or any of its Subsidiaries, in each case taken at the amount   thereof accounted for as liabilities in accordance with GAAP; provided that   for all purposes hereof, the determination of whether a lease is to be   treated as a capital lease shall be made without giving effect to any change   in accounting for leases under GAAP after the Closing Date. “Cash Collateral   Agreement” shall have the meaning provided in Section 5.2(b). “Cash Collateralize”   shall mean, to pledge and deposit with or deliver to the Administrative   Agent, for the benefit of one or more of the Letter of Credit Issuers or the   Lenders, as collateral for the Letter of Credit Exposure or obligations of   the Lenders to fund participations in respect of the Letter of Credit   Exposure, cash or deposit account balances or, if the Administrative Agent   and each applicable Letter of Credit Issuer shall agree in their sole   discretion, other credit support, in each case pursuant to documentation in   form and substance reasonably satisfactory to the Administrative Agent and   each applicable Letter of Credit Issuer. “Cash Collateral” shall have a   meaning correlative to the foregoing and shall include the proceeds of such   cash collateral and other credit support. “Cash Management Bank” shall mean   any Person that is a Lender or an Agent or an Affiliate of a Lender or an   Agent at the time it provides any Cash Management Services or that is a   Lender or an Agent or an Affiliate of a Lender or an Agent at the time it   entered into an agreement to provide Cash Management Services; provided that   such Person executes and delivers to Administrative Agent a letter agreement   in form and substance reasonably acceptable to Administrative Agent pursuant   to which such person (a) appoints the Administrative Agent as its agent under   the applicable Credit Documents and (b) agrees to be bound by the provisions   of Section 12.3. “Cash Management Obligations” shall mean obligations owed by   any Credit Party to any Cash Management Bank in respect of any overdraft and   related liabilities arising from Cash Management Services. “Cash Management   Services” shall mean treasury, depository and cash management services and   any automated clearing house fund transfer services “Casualty Event” shall   mean, with respect to any property of any Person, any loss of or damage to,   or any condemnation or other taking by a Governmental Authority of, such   property for


    




 










which such   Person or any of its Restricted Subsidiaries receives casualty insurance   proceeds, or proceeds of a condemnation award or other compensation. “Change   in Law” shall mean the occurrence, after the date of this Agreement, of any   of the following: (a) the adoption or taking effect of any law, rule, regulation   or treaty, (b) any change in any law, rule, regulation or treaty or in the   administration, interpretation, implementation or application thereof by any   Governmental Authority, regulatory authority or quasi-regulatory authority   (including any self-regulatory authority, such as the such as the National   Association of Insurance Commissioners) or (c) the making or issuance of any   request, rule, guideline or directive (whether or not having the force of   law) by any Governmental Authority; provided that, notwithstanding anything   herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer   Protection Act and all requests, rules, guidelines or directives thereunder   or issued in connection therewith and (y) all requests, rules, guidelines or   directives promulgated by the Bank for International Settlements, the Basel   Committee on Banking Supervision (or any successor or similar authority) or   the United States or foreign regulatory authorities, in each case pursuant to   Basel III, shall in each case be deemed to be a “Change in Law”, regardless   of the date enacted, adopted or issued. “Change of Control” shall mean and be   deemed to have occurred if (a) (i) prior to a Qualified IPO, (x) the   Permitted Investors shall at any time not beneficially own (as defined in   Rules 13(d)-3 and 13(d)-5 under the Securities Exchange Act of 1934, as   amended (the “Exchange Act”)), in the aggregate at least 50.1% of the voting   power of the outstanding Voting Stock of Holdings and/or (y) any person,   entity or “group” (within the meaning of Section 13(d) or 14(d) of the   Exchange Act) shall at any time have acquired direct or indirect beneficial   ownership of a percentage of the voting power of the outstanding Voting Stock   of Holdings that exceeds the percentage of the voting power of the Voting   Stock of Holdings then beneficially owned, in the aggregate, by the Permitted   Investors, unless, in the case of either clause (x) or (y) above, the   Permitted Investors have, at such time, the right or the ability by voting   power, contract or otherwise to elect or appoint at least a majority of the   Board of Directors (or similar governing body) of Holdings, or (ii) after a   Qualified IPO, any person, entity or “group” (within the meaning of Section   13(d) or 14(d) of the Exchange Act) other than the Permitted Investors shall   at any time have acquired direct or indirect beneficial ownership of more   than 35% of the voting power of the outstanding Voting Stock of Holdings and   the percentage of the aggregate ordinary voting power so held is greater than   the percentage of the aggregate ordinary voting power represented by the   Voting Stock held by the Permitted Investors, unless the Permitted Investors   otherwise have the right (pursuant to contract, proxy, ownership of Equity   Interests or otherwise), directly or indirectly, to designate or appoint (and   do so designate or appoint) a majority of the Board of Directors of Holdings;   and/or (b) at any time, Holdings and/or the Parent Companies shall cease to   directly own, beneficially and of record, 100% of the issued and outstanding   Capital Stock of the Borrower; and/or (c) at any time, Holdings shall cease   to directly own, beneficially and of record, 100% of the issued and   outstanding Capital Stock of each Parent Company then in existence. “Class”   (i) when used in reference to any Loan or Borrowing, refers to whether such   Loan, or the Loans comprising such Borrowing, are a particular tranche of   Revolving Credit Loans or a particular tranche of Term Loans and (ii) when   used in reference to any Commitment, refers to whether such Commitment is a   Revolving Credit Commitment in respect of any particular tranche of Revolving   Credit Loans or a Term Loan Commitment in respect of any particular tranche   of Term Loans and (iii) when used in reference to Lenders, refers to whether   such Lenders are Lenders in respect of any particular Class of Loans,   Borrowings or Commitments. For the avoidance of doubt, (a) any Term Loans   having the same terms and conditions as an Existing Class of Term Loans may   specify that such Term Loans are of the same Class, but otherwise any Term   Loans incurred pursuant to an Incremental


    




 










Amendment,   Refinancing Amendment or Loan Modification Offer shall be deemed to   constitute a separate Class of Term Loans, and (b) any Revolving Credit   Commitments having the same terms and conditions as an Existing Class of   Revolving Credit Commitments may specify that such Revolving Credit   Commitments are of the same Class, but otherwise any Revolving Credit   Commitments incurred pursuant to an Incremental Amendment, Refinancing   Amendment or Loan Modification Offer shall be deemed to constitute a separate   Class of Revolving Credit Commitments. “Closing Date” shall mean the date of   the initial Borrowing hereunder, which date is July 17, 2012. “Closing Date   Representations” shall mean (a) such of the representations and warranties   made by Company with respect to the Company or its Subsidiaries in the Merger   Agreement as are material to the interests of the Lenders, but only to the   extent that any of Merger Sub, the Borrower or any of their respective   Affiliates have the right to terminate its obligations under the Merger   Agreement as a result of a breach of such representations in the Merger   Agreement, and (b) the representations and warranties contained in Sections   8.1(a) (but only with respect to the Borrower and the Guarantors), 8.2(a) and   (b), 8.3(c) (but only as it relates to the entering into and performance of   the Credit Documents), 8.5, 8.7, 8.16, 8.17 and 8.18. “Code” shall mean the   Internal Revenue Code of 1986, as amended from time to time, and the   regulations promulgated and rulings issued thereunder. Section references to   the Code are to the Code, as in effect at the date of this Agreement, and any   subsequent provisions of the Code, amendatory thereof, supplemental thereto   or substituted therefor. “Co-Syndication Agent” shall mean each of Credit   Suisse Securities (USA) LLC, Morgan Stanley Senior Funding, Inc., RBC Capital   Markets  and SunTrust Bank, each   together with its affiliates, as co-syndication agent under this Agreement   and the other Credit Documents. “Collateral” shall have the meaning provided   in the Security Agreement, the Pledge Agreement, any Mortgage or any other   Security Document, as applicable, and shall also include all assets or   property pledged or secured (or purported to be pledged or secured) under any   Security Document. “Commitment Fee Rate” shall mean, with respect to the   Available Commitment on any day, if the Senior Secured Leverage Ratio as of   the most recent Calculation Date is greater than 3.50 to 1.00, 0.50% per   annum, and (ii) if the Senior Secured Leverage Ratio as of the most recent   Calculation Date is less than or equal to 3.50 to 1.00, 0.375% per annum.   Each change in the Commitment Fee Rate resulting from a change in the Senior   Secured Leverage Ratio as of any Calculation Date after the Initial Financial   Statement Delivery Date shall be effective on and after the date of delivery   to the Administrative Agent of the Section 9.1 Financials indicating such   change until the date immediately preceding the next date of delivery of   Section 9.1 Financials indicating another such change. “Commitments” shall   mean, with respect to each Lender, such Lender’s Term B Loan Commitment, New   Term B Loan Commitment or Revolving Credit Commitment.


    




 










“Commodity   Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as   amended from time to time, and any successor statute. “Communications” shall   have the meaning provided in Section 13.2(c). “Compliance Certificate” shall   have the meaning provided in Section 9.1(d). “Company” shall have the meaning   provided in the preamble to this Agreement. “Company Historical Audited   Financial Statements” shall mean the audited financial statements of the Company   and its consolidated subsidiaries for the fiscal years of the Company ended   December 31, 2009, December 31, 2010, and December 31, 2011, consisting of   balance sheets and the related consolidated statements of income,   stockholders’ equity and cash flows for such fiscal years. “Company   Historical Unaudited Financial Statements” shall mean the unaudited financial   statements of the Company and its consolidated subsidiaries for the fiscal   quarter of the Company ended March 31, 2012, prepared in accordance with GAAP   consistently applied. “Confidential Information” shall have the meaning   provided in Section 13.16. “Confidential Information Memorandum” shall mean   the Confidential Information Memorandum dated June 2012 delivered to the   Lenders in connection with this Agreement. “Consolidated Earnings” shall   mean, for any period, “income (loss) before the deduction of income taxes” of   the Borrower and the Restricted Subsidiaries, excluding (a) extraordinary   items for such period, and (b) the cumulative effect of a change in   accounting principles during such period. “Consolidated EBITDA” shall mean,   for any period, the sum, without duplication, of the amounts for such period   of: (a) Consolidated Earnings plus (b) to the extent already deducted in   arriving at Consolidated Earnings, the following: (i) interest expense (net   of interest income), (ii) depreciation expense, (iii) amortization expense   (including non-cash amortization of debt discount or deferred financing   costs), (iv) extraordinary, unusual or non-recurring losses and charges   (including severance, relocation costs, one-time compensation charges and one   time telephony switch transition costs), (v) non-cash charges (including   non-cash charges related to stock compensation expense) (provided that if any   such non-cash charges represent an accrual or reserve for potential cash   items in any future period, the cash payment in respect thereof in such   future period shall be


    




 










subtracted from   Consolidated EBITDA to such extent, and excluding amortization of a prepaid   cash item that was paid in a prior period), (vi) losses on asset sales (other   than asset sales in the ordinary course of business), (vii) restructuring   charges or reserves (including costs related to acquisitions after the date hereof   and to closure/consolidation of facilities), (viii) Transaction Expenses,   (ix) any expenses or charges (or any amortization thereof) incurred in   connection with any issuance (or proposed issuance) of debt, or equity or any   refinancing transaction (or proposed refinancing transaction) or any   amendment or other modification of any debt instrument, (x) any fees and   expenses (or any amortization thereof) related to Permitted Acquisitions (or   proposed Permitted Acquisitions Investment or disposition) or any other   permitted Investment or permitted disposition of assets, (xi) the amount of   management, monitoring, consulting and advisory fees and related expenses   paid to the Sponsor, (xii) any impairment charge or asset write-off pursuant   to Financial Accounting Standards Accounting Standards Codification No. 350   and 360 and any amortization of intangibles arising pursuant Financial   Accounting Standards Accounting Standards Codification No. 805, (xiii)   foreign withholding taxes paid or accrued in such period, (xiv) expenses   (including of internal software development costs) that are expensed during   the period but could have been capitalized under alternative accounting   policies in accordance with GAAP, (xv) loss from the early extinguishment of   Indebtedness or hedging obligations or other derivative instruments, (xvi)   any deductions attributable to minority interests, (xvii) costs of surety   bonds incurred during such period in connection with financing activities,   (xviii) letter of credit fees, (xix) to the extent actually reimbursed,   expenses incurred to the extent covered by indemnification provisions in any   agreement in connection with the Transactions or a Permitted Acquisition,


    




 










(xx) to the   extent covered by insurance under which the insurer has been properly   notified and has not denied or contested coverage, expenses with respect to   liability or casualty events or business interruption, (xxi) mark-to-market   losses recognized pursuant to Financial Accounting Standards Accounting   Standards Codification No. 815 or any successor thereof, (xxii) payments in   respect of purchase price adjustments, earn-outs and similar contingent   payments in connection with Permitted Acquisitions and Permitted Investments   pursuant to Section 10.5(i), and (c) the amount of “run rate” cost savings   projected by the Borrower in good faith to be realized as a result of   specified actions taken on or prior to the last day of the applicable Test   Period and which are expected to be realized within 12 months thereafter in connection   with the Transactions, future dispositions, discontinued operations and cost   saving, restructuring and other similar initiatives (which cost savings shall   be added to Consolidated EBITDA until fully realized (but, in no event, for   more than four fiscal quarters) and calculated on a pro forma basis as though   such cost savings had been realized on the first day of the relevant Test   Period), net of the amount of actual benefits realized during such period   from such actions; provided that (i) such cost savings are reasonably   identifiable and factually supportable, (ii) no cost savings shall be added   pursuant to this clause (c) to the extent duplicative of any expenses or   charges relating to such cost savings that are added to Consolidated Earnings   pursuant to clause (b) above (it being understood and agreed that “run rate”   shall mean the full recurring benefit that is associated with any action   taken) and (iii) the Administrative Agent shall have received a certificate   from the Chief Financial Officer or Treasurer (or other equivalent officer)   of the Borrower setting forth the calculation of such cost savings; provided,   further, that (x) the aggregate amount of additions made to Consolidated   EBITDA for any Test Period pursuant to this clause (c) (other than any cost   savings in connection with the Transactions that are reflected in the   Confidential Information Memorandum, which shall not exceed the amounts   referenced therein) shall not exceed 10.0% of Consolidated EBITDA for such   test period (calculated prior to giving effect to any adjustment pursuant to   this clause (c)), and (y) cost savings added back pursuant to this clause (c)   shall not include any cost savings that would otherwise constitute a Pro   Forma Adjustment, less, to the extent included in arriving at Consolidated   Earnings, the sum of the following amounts for such period of: (a)   extraordinary gains, unusual gains and non-recurring gains, (b) non-cash   gains (excluding any such non-cash gain to the extent it represents the   reversal of an accrual or reserve for potential cash item in any prior   period) (also, for the avoidance of doubt, non-cash income and/or gains   resulting from the amortization of deferred incentives and credits from   upfront payments received in a prior period shall be excluded), (c) gains on   asset sales (other than asset sales in the ordinary course of business), (d)   any net after-tax income from the early extinguishment of Indebtedness or   hedging obligations or other derivative instruments, and


    




 










(e) mark-to-market   gains recognized pursuant to Financial Accounting Standards Board Statement   No. 133 or any successor thereof, in each case, as determined on a   consolidated basis for the Borrower and the Restricted Subsidiaries in   accordance with GAAP; provided that: (i) except as provided in clause (iv)   below, there shall be excluded from Consolidated Earnings (as utilized in   determining Consolidated EBITDA) for any period the income from continuing   operations before income taxes and extraordinary items of all Unrestricted   Subsidiaries for such period to the extent otherwise included in Consolidated   Earnings, except to the extent actually received in cash by the Borrower or   its Restricted Subsidiaries during such period through dividends or other   distributions, (ii) there shall be excluded from Consolidated Earnings (as   utilized in determining Consolidated EBITDA) for any period the income from   continuing operations before income taxes and extraordinary items of each   Joint Venture for such period in accordance with GAAP, (iii) there shall be   excluded from Consolidated Earnings (as utilized in determining Consolidated   EBITDA) for any period the purchase accounting effects of adjustments to   inventory, property, equipment and intangible assets and deferred revenue in   component amounts required or permitted by GAAP and related authoritative   pronouncements (including the effects of such adjustments pushed down to the   Borrower and the Restricted Subsidiaries), as a result of any consummated   acquisition whether consummated before or after the Closing Date, or the   amortization or write-off of any amounts thereof, and there shall be excluded   in determining Consolidated EBITDA non-operating currency transaction gains   and losses related to currency remeasurements of Indebtedness or intercompany   balances (including the net loss or gain resulting from Hedge Agreements for   currency exchange risk), (iv) (x) there shall be included in determining   Consolidated EBITDA for any period (A) the Acquired EBITDA of any Person,   property, business or asset (other than an Unrestricted Subsidiary) acquired   to the extent not subsequently sold, transferred or otherwise disposed of   (but not including the Acquired EBITDA of any related Person, property,   business or assets to the extent not so acquired) by the Borrower or any   Restricted Subsidiary during such period (each such Person, property,   business or asset acquired and not subsequently so disposed of, an “Acquired   Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary   that is converted into a Restricted Subsidiary during such period (each, a   “Converted Restricted Subsidiary”), in each case based on the actual Acquired   EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary   for such period (including the portion thereof occurring prior to such   acquisition or conversion) and (B) for the purposes of the definition of the   term “Permitted Acquisition” and Sections 2.17, 10.1(vi), 10.1(xiv), 10.4(b)   and 10.9, an adjustment in respect of each Acquired Entity or Business equal   to the amount of the Pro Forma Adjustment with respect to such Acquired   Entity or Business for such period (including the portion thereof occurring   prior to such acquisition or conversion) as specified in the Pro Forma   Adjustment Certificate delivered to the Lenders and the Administrative Agent   and (y) for purposes of determining the Senior Secured Leverage Ratio and the   Total Leverage Ratio only, there shall be excluded in determining   Consolidated EBITDA for any period the Disposed EBITDA of any Person,   property, business or asset (other than an Unrestricted Subsidiary) sold,   transferred or otherwise disposed of, closed or classified as discontinued   operations by the Borrower or any Restricted Subsidiary during such period   (each such Person, property, business or asset so sold, transferred or   disposed of, closed or classified, a “Sold Entity or Business”), and the   Disposed EBITDA of any Restricted Subsidiary that is converted into an   Unrestricted Subsidiary during such period (each, a “Converted Unrestricted


    




 










Subsidiary”),   in each case based on the actual Disposed EBITDA of such Sold Entity or   Business or Converted Unrestricted Subsidiary for such period (including the   portion thereof occurring prior to such sale, transfer, disposition, closing,   classification or conversion), and (v) there shall be excluded from   Consolidated Earnings and the determination of Consolidated EBITDA for any   period the effects of adjustments in component amounts required or permitted   by the Financial Accounting Standards Accounting Standards Codification No.   805 and 350 and related authoritative pronouncements, as a result of the   Transactions, any acquisition consummated prior to the Closing Date or   Permitted Acquisitions or the amortization or write-off of any amounts in   connection with any thereof and related financings of any thereof.   Notwithstanding anything to the contrary contained herein, Consolidated   EBITDA shall be deemed to be $110,392,000 for the fiscal quarter ended on   March 31, 2012, $114,165,000 for the fiscal quarter ended on December 31,   2011, $110,419,000 for the fiscal quarter ended on September 30, 2011, and   $115,813,000 for the fiscal quarter ended on June 30, 2011; it being   understood that each of such amounts include $6,586,000 of cost savings in   connection with the Transactions that are reflected in the Confidential   Information Memorandum, and such amounts to the extent included in any Test   Period shall reduce the amount that may be added back pursuant to clause (c)   above in connection with the Transactions. “Consolidated   Interest Expense” shall mean, for any period, the cash interest expense   (including that attributable to Capital Leases in accordance with GAAP) (but   excluding any non-cash interest expense attributable to the movement in the   mark to market valuation of Hedge Agreements or other derivative instruments   pursuant to GAAP), of the Borrower and the Restricted Subsidiaries on a   consolidated basis with respect to all outstanding Indebtedness of the   Borrower and the Restricted Subsidiaries, including all commissions,   discounts and other fees and charges owed with respect to letters of credit   and bankers’ acceptance financing and net costs under Hedge Agreements in   respect of interest rates, but excluding, however, upfront fees and   amortization of deferred financing costs and any other amounts of non-cash   interest, (including as a result of the effects of purchase accounting), fees   and expenses associated with the consummation of the Transactions and annual   agency fees paid to the Administrative Agent, all as calculated on a   consolidated basis in accordance with GAAP. “Consolidated Net Debt” shall   mean, as of any date of determination (without duplication), (a) the sum of   (i) all Indebtedness of the Borrower and the Restricted Subsidiaries for   borrowed money (which, for the avoidance of doubt, does not include letters   of credit and similar instruments and unpaid drawings as of such date in   respect of all letters of credit and bankers’ acceptances issued for the   account of the Borrower and the Restricted Subsidiaries) outstanding on such   date, (ii) all Capitalized Lease Obligations of the Borrower and the   Restricted Subsidiaries outstanding on such date, and (iii) unpaid drawings   as of such date in respect of all letters of credit and bankers’ acceptances   issued for the account of the Borrower or any Restricted Subsidiary, all   calculated on a consolidated basis in accordance with GAAP, minus (b) the   aggregate amount of unrestricted cash and cash equivalents (in each case free   and clear of all Liens, other than Permitted Liens that do not restrict the   application of such cash and cash equivalents to the repayment of the   Obligations) included in the cash accounts listed on the consolidated balance   sheet of the Borrower and the Restricted Subsidiaries as at such date, to the   extent the use thereof for application to payment of Indebtedness is not   prohibited by law or any contract to which the Borrower or any of the   Restricted Subsidiaries is a party.


    




 










“Consolidated   Net Income” shall mean, for any period, the consolidated net income (or loss)   after the deduction of income taxes of the Borrower and the Restricted   Subsidiaries, determined on a consolidated basis in accordance with GAAP.   “Consolidated Total Assets” shall mean the assets and properties of the   Borrower and the Restricted Subsidiaries, determined on a consolidated basis   in accordance with GAAP. “Consolidated Working Capital” shall mean, at any   date, the excess of (a) the sum of all amounts (other than cash, cash   equivalents and bank overdrafts) that would, in conformity with GAAP, be set   forth opposite the caption “total current assets” (or any like caption) on a   consolidated balance sheet of the Borrower and the Restricted Subsidiaries at   such date over (b) the sum of all amounts that would, in conformity with   GAAP, be set forth opposite the caption “total current liabilities” (or any   like caption) on a consolidated balance sheet of the Borrower and the   Restricted Subsidiaries on such date, but excluding (i) the current portion   of any Funded Debt, (ii) without duplication of clause (i) above, all   Indebtedness consisting of Loans and Letter of Credit Exposure to the extent   otherwise included therein and (iii) the current portion of deferred income   taxes. “Control Investment Affiliate” shall mean, with respect to any Person,   any other Person that (a) directly or indirectly, is in control of, is   controlled by, or is under common control with, such Person and (b) is   organized primarily for the purpose of making equity or debt investments in   one or more companies. For purposes of this definition, “control” of a Person   shall mean the power, directly or indirectly, to direct or cause the   direction of the management and policies of such Person (including, to the   extent that such person is an individual, due to the fact that they are an   officer of such other Person), whether by contract or otherwise. “Converted   Restricted Subsidiary” shall have the meaning provided in the definition of   the term “Consolidated EBITDA”. “Converted Unrestricted Subsidiary” shall   have the meaning provided in the definition of the term “Consolidated   EBITDA”. “Credit Agreement Refinancing Indebtedness” shall mean (a) Permitted   First Priority Refinancing Debt, (b) Permitted Second Priority Refinancing   Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness incurred   or Refinancing Revolving Credit Commitments obtained pursuant to a   Refinancing Amendment, in each case, issued, incurred or otherwise obtained   (including by means of the extension or renewal of existing Indebtedness) in   exchange for, or to extend, renew, replace or refinance, in whole or part,   any Class of existing Term Loans, or, in the case of clause (d), outstanding   Revolving Credit Loans or (in the case of Refinancing Revolving Credit   Commitments obtained pursuant to a Refinancing Amendment) Revolving Credit   Commitments hereunder (including any successive Credit Agreement Refinancing   Indebtedness) (“Refinanced Debt”); provided that (i) such extending, renewing   or refinancing Indebtedness (including, if such Indebtedness includes or   relates to any Refinancing Revolving Credit Commitments, the unused portion   of such Refinancing Revolving Credit Commitments) is in an original aggregate   principal amount (or accreted value, if applicable) not greater than the   aggregate principal amount (or accreted value, if applicable) of the   Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or   in part, of unused Revolving Credit Commitments or Refinancing Revolving   Credit Commitments, the amount thereof) plus an amount equal to unpaid and   accrued interest and premium thereon plus other fees and expenses (including   upfront fees and original issue discount) paid in connection therewith, (ii)   such Indebtedness has the same or a later maturity and, except in the case of   Refinancing Revolving Credit Commitments, a Weighted Average Life to Maturity


    




 










equal to or   greater than the Refinanced Debt and (iii) such Refinanced Debt shall be   repaid, defeased or satisfied and discharged, and all accrued interest, fees   and premiums (if any) in connection therewith shall be paid, on the date such   Credit Agreement Refinancing Indebtedness is issued, incurred or obtained;   provided that to the extent that such Refinanced Debt consists, in whole or   in part, of Revolving Credit Commitments or Refinancing Revolving Credit   Commitments (or Revolving Credit Loans or Refinancing Revolving Credit Loans   incurred pursuant to any Revolving Credit Commitments or Refinancing Credit   Revolving Credit Commitments), such Revolving Credit Commitments or   Refinancing Revolving Credit Commitments, as applicable, shall be terminated,   and all accrued fees in connection therewith shall be paid, on the date such   Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.   “Credit Bid” means to submit a bid at a public or private sale in connection   with the purchase of all or any portion of the Collateral, in which any of   the Obligations owing to the Lenders or any other Secured Party under this   Agreement is used and applied as a credit on account of the purchase price.   “Credit Documents” shall mean this Agreement, the Security Documents, each   Letter of Credit, each Incremental Amendment, Loan Modification Agreement,   Refinancing Amendment and any promissory notes issued by the Borrower   hereunder. “Credit Event” shall mean and include the making (but not the   conversion or continuation) of a Loan and the issuance of a Letter of Credit.   “Credit Party” shall mean the Guarantors and the Borrower. “Cure Amount”   shall have the meaning provided in Section 11.12(a). “Cure Period” shall have   the meaning provided in Section 11.12(a). “Cure Right” shall have the meaning   provided in Section 11.12(a). “Debt Fund Affiliate” shall mean any Person   (other than a natural person) that is primarily engaged in, or advises funds   or other investment vehicles that are primarily engaged in, making,   purchasing, holding or otherwise investing in commercial loans, bonds and   similar extensions of credit in the ordinary course and with respect to which   the Sponsor does not, directly or indirectly, possess the power to direct or   cause the direction of the investment policies of such entity. “Debt   Incurrence Prepayment Event” shall mean any issuance or incurrence by any   Parent Guarantor, the Borrower or any of the Restricted Subsidiaries of any   Indebtedness (excluding any Indebtedness permitted to be issued or incurred   under Section 10.1 other than Section 10.1(a)(xxii)). “Debtor Relief Laws”   shall mean the Bankruptcy Code and all other liquidation, conservatorship,   bankruptcy, assignment for the benefit of creditors, moratorium,   rearrangement, receivership, insolvency, reorganization, or similar debtor   relief Laws of the United States or other applicable jurisdictions, in each   case, as now or hereafter in effect, or any successor thereto. “Declined   Amounts” shall mean mandatory prepayments pursuant to Section 5.2 that are   declined by Term Loan Lenders.


    




 










“Default” shall   mean any event, act or condition that with notice or lapse of time, or both,   would constitute an Event of Default. “Defaulting Lender” shall mean, subject   to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any   portion of its Loans within two Business Days of the date such Loans were   required to be funded hereunder unless such Lender notifies the   Administrative Agent and the Borrower in writing that such failure is the   result of such Lender’s good faith determination that one or more conditions   precedent to funding (each of which conditions precedent, together with any   applicable default, shall be specifically identified in such writing) has not   been satisfied, or (ii) pay to the Administrative Agent, any Letter of Credit   Issuer or any Lender any other amount required to be paid by it hereunder   (including in respect of its participation in Letters of Credit) within two   Business Days of the date when due, (b) has notified the Borrower, the   Administrative Agent or any Letter of Credit Issuer in writing that it does   not intend to comply with its funding obligations hereunder, or has made a   public statement to that effect (unless such writing or public statement   relates to such Lender’s obligation to fund a Loan hereunder and states that   such position is based on such Lender’s good faith determination that a   condition precedent to funding (which condition precedent, together with any   applicable default, shall be specifically identified in such writing or   public statement) cannot be satisfied), (c) has failed, within three Business   Days after written request by the Administrative Agent or the Borrower, to   confirm in writing to the Administrative Agent and the Borrower that it will   comply with its prospective funding obligations hereunder (provided that such   Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon   receipt of such written confirmation by the Administrative Agent and the   Borrower), or (d) has, or has a direct or indirect parent company that has,   on or after the date of this Agreement (i) become or been the subject of a   proceeding under any Debtor Relief Law, (ii) had appointed for it or been   subject to an appointment of a receiver, custodian, conservator, trustee,   administrator, assignee for the benefit of creditors or similar Person   charged with reorganization or liquidation of its business or assets,   including the Federal Deposit Insurance Corporation or any other state or   federal or foreign regulatory authority acting in such a capacity or (iii)   become the subject of a Bail-in Action; provided that a Lender shall not be a   Defaulting Lender solely by virtue of the ownership or acquisition of any   equity interest in that Lender or any direct or indirect parent company   thereof by a Governmental Authority so long as such ownership interest does   not result in or provide such Lender with immunity from the jurisdiction of   courts within the United States or from the enforcement of judgments or writs   of attachment on its assets or permit such Lender (or such Governmental   Authority) to reject, repudiate, disavow or disaffirm any contracts or   agreements made with such Lender. Any determination by the Administrative   Agent that a Lender is a Defaulting Lender under any one or more of clauses   (a) through (d) above shall be conclusive and binding absent manifest error,   and such Lender shall be deemed to be a Defaulting Lender (subject to Section   2.15(b)) upon delivery of written notice of such determination to the   Borrower, each Letter of Credit Issuer and each Lender. “Designated Non-Cash   Consideration” means the fair market value of non-cash consideration received   by a Borrower or any Restricted Subsidiary in connection with a sale,   transfer or other disposition pursuant to Section 10.4(d) that is designated   as Designated Non-Cash Consideration pursuant to a certificate from the Chief   Financial Officer or Treasurer (or other equivalent officer) of the Borrower,   setting forth the basis of such valuation (which amount will be reduced by   the fair market value of the portion of the non-cash consideration converted   to cash within 120 days following the consummation of the applicable sale,   transfer or other disposition). “Disposed EBITDA” shall mean, with respect to   any Sold Entity or Business or any Converted Unrestricted Subsidiary (any of   the foregoing, a “Pro Forma Disposed Entity”) for any period,


    




 










the amount for   such period of Consolidated EBITDA of such Pro Forma Disposed Entity   (determined using such definitions as if references to the Borrower and its   Subsidiaries therein were to such Pro Forma Disposed Entity and its   Subsidiaries), all as determined on a consolidated basis for such Pro Forma   Disposed Entity in accordance with GAAP. “Disqualified Stock” shall mean any   Capital Stock that, by its terms (or by the terms of any security into which   it is convertible or for which it is exchangeable), or upon the happening of   any event or condition, (a) matures (excluding any maturity as the result of   an optional redemption by the issuer thereof) or is mandatorily redeemable,   pursuant to a sinking fund obligation or otherwise, or is redeemable at the   option of the holder thereof, in whole or in part, (b) is convertible into or   exchangeable for (i) debt securities or (ii) any Capital Stock referred to in   clause (a) above or (c) provides for the scheduled payment of dividends or   any other scheduled payment in cash, in each case prior to the date that is   six months after the then Latest Maturity Date; provided, however, that any   Capital Stock that would not constitute Disqualified Stock but for provisions   thereof giving holders thereof (or the holders of any security into or for   which such Capital Stock is convertible, exchangeable or exercisable) the   right to require the issuer thereof to redeem such Capital Stock upon the   occurrence of a change in control or an asset sale shall not constitute   Disqualified Stock if such Capital Stock provides that the issuer thereof   will not redeem any such Capital Stock pursuant to such change in control or   asset sale provisions prior to the repayment in full in cash of the   Obligations (other than contingent indemnification obligations) and the   termination of the Commitments (or any refinancing thereof). “dividends”   shall have the meaning provided in Section 10.6. “Documentation Agent” shall   mean The Bank of Tokyo-Mitsubishi-UFJ, Ltd., together with its affiliates, as   documentation agent under this Agreement and the other Credit Documents.   “Dollars” and “$” shall mean dollars in lawful currency of the United States   of America. “Domestic Subsidiary” of any Person shall mean each Subsidiary of   such Person that is organized under the laws of the United States, any state   or territory thereof, or the District of Columbia; provided that the term   “Domestic Subsidiary” shall not include any such subsidiary substantially all   of the assets of which are “controlled foreign corporations” as defined in   Section 957 of the Code. Unless otherwise expressly provided, all references   herein to a “Domestic Subsidiary” shall mean a Domestic Subsidiary of the   Borrower. “Drawing” shall have the meaning provided in Section 3.4(b). “Dutch   Auction” means one or more purchases (each, a “Purchase”) by a Purchasing   Borrower Party or an Affiliated Lender (either, a “Purchaser”) of Term Loans;   provided that, each such Purchase is made on the following basis: (a) The Purchaser   will notify the Administrative Agent and the Auction Agent in writing (a   “Purchase Notice”) (and the Auction Agent will deliver such Purchase Notice   to each relevant Lender) that such Purchaser wishes to make an offer to   purchase (i) from each Lender with respect to any Class of Term Loans on an   individual tranche basis Term Loans, in an aggregate principal amount as is   specified by such Purchaser (the “Term Loan Purchase Amount”) with respect to   each applicable tranche, subject to a range or minimum discount to par   expressed as a price at which range or price such Purchaser would consummate   the Purchase (the “Offer Price”) of such Term Loans to be purchased (it being   understood that different Offer Prices and/or Term Loan Purchase Amounts may   be offered with respect to different tranches of Term Loans and, in such an   event, each such offer will be treated as a


    




 










separate offer   pursuant to the terms of this Section); provided that the Purchase Notice   shall specify that each Return Bid (as defined below) must be submitted by a   date and time to be specified in the Purchase Notice, which date shall be no   earlier than the second Business Day following the date of the Purchase   Notice and no later than the fifth Business Day following the date of the   Purchase Notice; (ii) at the time of delivery of the Purchase Notice to the   Auction Agent, no Default or Event of Default shall have occurred and be   continuing or would result therefrom (which condition shall be certified as   being satisfied in such Purchase Notice) and (iii) the Term Loan Purchase   Amount specified in each Purchase Notice delivered by such Purchaser to the   Auction Agent shall not be less than $10,000,000 in the aggregate; (b) such   Purchaser will allow each Lender holding the Class of Term Loans subject to   the Purchase Notice to submit a notice of participation (each, a “Return   Bid”) which shall specify (i) one or more discounts to par of such Lender’s   tranche or tranches of Term Loans subject to the Purchase Notice expressed as   a price (each, an “Acceptable Price”) (but in no event will any such   Acceptable Price be greater than the highest Offer Price for the Purchase   subject to such Purchase Notice) and (ii) the principal amount of such   Lender’s tranches of Term Loans at which such Lender is willing to permit a   purchase of all or a portion of its Term Loans to occur at each such   Acceptable Price (the “Reply Amount”); (c) based on the Acceptable Prices and   Reply Amounts of the Term Loans as are specified by the Lenders, the Auction Agent   in consultation with such Purchaser, will determine the applicable discount   (the “Applicable Discount”) which will be the lower of (i) the lowest   Acceptable Price at which such Purchaser can complete the Purchase for the   entire Term Loan Purchase Amount and (ii) in the event that the aggregate   Reply Amounts relating to such Purchase Notice are insufficient to allow such   Purchaser to complete a purchase of the entire Term Loan Purchase Amount, the   highest Acceptable Price that is less than or equal to the Offer Price; (d)   such Purchaser shall purchase Term Loans from each Lender with one or more   Acceptable Prices that are equal to or less than the Applicable Discount   (“Qualifying Bids”) at the Applicable Discount (such Term Loans, as   applicable, being referred to as “Qualifying Loans” and such Lenders being   referred to as “Qualifying Lenders”), subject to clauses (e), (f), (g) and   (h) below; (e) such Purchaser shall purchase the Qualifying Loans offered by   the Qualifying Lenders at the Applicable Discount; provided that if the   aggregate principal amount required to purchase the Qualifying Loans would   exceed the Term Loan Purchase Amount, such Purchaser shall purchase   Qualifying Loans ratably based on the aggregate principal amounts of all such   Qualifying Loans tendered by each such Qualifying Lender; (f) the Purchase   shall be consummated pursuant to and in accordance with Section 13.6(d) or   (e), as applicable, and, to the extent not otherwise provided herein, shall   otherwise be consummated pursuant to procedures (including as to timing,   rounding and minimum amounts, Interest Periods, and other notices by such   Purchaser) mutually acceptable to the Auction Agent and such Purchaser   (provided that such Purchase shall be required to be consummated no later   than five Business Days after the time that Return Bids are required to be   submitted by Lenders pursuant to the applicable Purchase Notice); (g) upon   submission by a Lender of a Return Bid, subject to the foregoing clause (f),   such Lender will be irrevocably obligated to sell the entirety or its pro   rata portion (as applicable pursuant to clause (e) above) of the Reply Amount   at the Applicable Discount plus accrued and unpaid


    




 










interest   through the date of purchase to such Purchaser pursuant to Section 13.6(d) or   (e), as applicable, and as otherwise provided herein; and (h) purchases by a   Purchasing Borrower Party of Qualifying Loans shall result in the immediate   Cancellation of such Qualifying Loans. “Earliest Maturing Revolving Class”   shall have the meaning provided in Section 2.1(b)(iii). “EEA Financial   Institution” means (a) any credit institution or investment firm established   in any EEA Member Country which is subject to the supervision of an EEA   Resolution Authority, (b) any entity established in an EEA Member Country   which is a parent of an institution described in clause (a) of this   definition, or (c) any financial institution established in an EEA Member   Country which is a subsidiary of an institution described in clauses (a) or   (b) of this definition and is subject to consolidated supervision with its   parent. “EEA Member Country” means any of the member states of the European   Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means   any public administrative authority or any person entrusted with public   administrative authority of any EEA Member Country (including any delegee)   having responsibility for the resolution of any EEA Financial Institution.   “Environmental Claims” shall mean any and all actions, suits, orders, decrees,   demands, demand letters, claims, liens, notices of noncompliance, violation   or potential responsibility or investigation (other than internal reports   prepared by the Borrower or any of the Subsidiaries (a) in the ordinary   course of such Person’s business or (b) as required in connection with a   financing transaction or an acquisition or disposition of real estate) or   proceedings relating in any way to any Environmental Law or any permit   issued, or any approval given, under any such Environmental Law (hereinafter,   “Claims”), including, without limitation, (i) any and all Claims by   governmental or regulatory authorities for enforcement, cleanup, removal,   response, remedial or other actions or damages pursuant to any applicable   Environmental Law and (ii) any and all Claims by any third party seeking   damages, contribution, indemnification, cost recovery, compensation or   injunctive relief relating to the presence, release or threatened release of   Hazardous Materials or arising from alleged injury or threat of injury to   health or safety (to the extent relating to human exposure to Hazardous   Materials), or the environment including, without limitation, ambient air,   surface water, groundwater, land surface and subsurface strata and natural   resources such as wetlands. “Environmental Law” shall mean any applicable   Federal, state, foreign or local statute, law, rule, regulation, ordinance,   code and rule of common law now or hereafter in effect and in each case as   amended, and any binding judicial or administrative interpretation thereof,   including any binding judicial or administrative order, consent decree or   judgment relating to the protection of environment, including, without   limitation, ambient air, surface water, groundwater, land surface and   subsurface strata and natural resources such as wetlands, or human health or   safety (to the extent relating to human exposure to Hazardous Materials), or   Hazardous Materials. “Equity Contribution” shall mean the contribution by the   Permitted Investors to Holdings (through the direct parent of Holdings) of an   aggregate amount of not less than $200,000,000 on the Closing Date in cash as   common equity and/or preferred equity having terms reasonably acceptable to   the Lead Arrangers, and the contribution by Holdings of at least $200,000,000   of cash so received from the


    




 









 



Permitted   Investors to the Borrower (directly or indirectly through other Parent   Guarantors) as common equity.  “ERISA”   shall mean the Employee Retirement Income Security Act of 1974, as amended   from time to time and any successor statute. Section references to ERISA are   to ERISA as in effect at the date of this Agreement and any subsequent   provisions of ERISA amendatory thereof, supplemental thereto or substituted   therefor. “ERISA Affiliate” shall mean each person (as defined in Section   3(9) of ERISA) that together with the Borrower or any of the Parent   Guarantors or any Subsidiary would be deemed to be a “single employer” within   the meaning of Section 414(b) or (c) of the Code or, solely for purposes of   Section 302 of ERISA and Section 412 of the Code, is treated as a single   employer under Section 414 of the Code. “EU Bail-In Legislation Schedule”   means the EU Bail-In Legislation Schedule published by the Loan Market   Association (or any successor Person), as in effect from time to time. “Event   of Default” shall have the meaning provided in Section 11. “Excess Cash Flow”   shall mean, for any period, an amount equal to the excess of (a) the sum,   without duplication, of (i) Consolidated Net Income for such period, (ii) an   amount equal to the amount of all non-cash charges (including depreciation   expense and amortization expense) to the extent deducted in arriving at such   Consolidated Net Income, (iii) decreases in Consolidated Working Capital for   such period and (iv) an amount equal to the aggregate net non-cash loss on   the sale, lease, transfer or other disposition of assets by the Borrower and   the Restricted Subsidiaries during such period (other than sales in the   ordinary course of business) to the extent deducted in arriving at such   Consolidated Net Income over (b) the sum, without duplication, of (i) an   amount equal to the amount of all non-cash credits included in arriving at   such Consolidated Net Income, (ii) the amount of Capital Expenditures made in   cash during such period, except to the extent that such Capital Expenditures   were financed with the proceeds of Indebtedness of the Borrower or its   Restricted Subsidiaries, (iii) the aggregate amount of all principal payments   of Indebtedness of the Borrower or the Restricted Subsidiaries (including any   Term Loans and the principal component of payments in respect of Capitalized   Lease Obligations but excluding (A) Revolving Credit Loans and voluntary   prepayments of Term Loans pursuant to Section 5.1, (B) mandatory prepayments   of Loans pursuant to Section 5.2, except to the extent, in the case of   Section 5.2(a)(i), the Net Cash Proceeds from any Asset Sale Prepayment Event   or Casualty Event used to make such mandatory prepayments were included in   the calculation of Consolidated Net Income, (C) payments of Subordinated Debt   made pursuant to Section 10.7(x) or (z) and payments of intercompany debt   among or between the Borrower and its Restricted Subsidiaries, and (D)   purchases or repayments of Loans pursuant to a Cancellation or by a   Purchasing Borrower Party pursuant to a Dutch Auction or otherwise pursuant   to Section 13.6(e)) made during such period (other than in respect of any   other revolving credit facility to the extent there is not an equivalent   permanent reduction in commitments thereunder), except to the extent financed   with the proceeds of other Indebtedness of the Borrower or its Restricted   Subsidiaries, (iv) an amount equal to the aggregate net non-cash gain on the   sale, lease, transfer or other disposition of assets by the Borrower and the   Restricted Subsidiaries during such period (other than sales in the ordinary   course of business) to the extent included in arriving at such Consolidated   Net Income, (v) increases in Consolidated Working Capital for such period,   (vi) the amount of Tax Distributions paid during such period as permitted   under Section 10.6 to the extent not deducted in arriving at such   Consolidated Net Income, (vii) the amount of Investments constituting   Permitted Acquisitions made during such period pursuant to Section 10.5(h) to   the extent that such Investments 


    




 










were financed   with internally generated cash flow of the Borrower and the Restricted   Subsidiaries, (viii) the amount of dividends paid during such period pursuant   to clause (b) or (d) of the proviso to Section 10.6 to the extent   such dividends were financed with internally generated cash flow of the   Borrower and the Restricted Subsidiaries, (ix) payments by the Borrower and   the Restricted Subsidiaries during such period in respect of long-term   liabilities of the Borrower and the Restricted Subsidiaries other than   Indebtedness, (x) the aggregate amount of expenditures actually made by   the Borrower and the Restricted Subsidiaries in cash during such period   (including expenditures for the payment of (A) financing fees, (B) fees and   expenses in connection with any acquisition, and (C) payments made in respect   of earn-outs, purchase price adjustments and similar contingent payments) to   the extent that such expenditures are not expensed during such period, and   (xi) the aggregate amount of any premium, make-whole or penalty payments   actually paid in cash by the Borrower and the Restricted Subsidiaries during   such period that are required to be made in connection with any prepayment of   Indebtedness, except to the extent such premium, make-whole or penalty   payments are financed with the proceeds of Indebtedness of the Borrower or   its Restricted Subsidiaries. “Exchange Act” shall have the meaning set forth   in the definition of “Change of Control”. “Excluded Capital Stock” shall mean   any Capital Stock of any Domestic Subsidiary that is not a wholly-owned   Subsidiary or any Minority Investment that is owned by the Borrower or any   Guarantor, only and to the extent and for so long as any joint venture   documents of such person prohibits, or requires the consent of any Person   other than the Borrower or such Guarantor as a condition to, the pledge of or   the creation of any Lien on such Capital Stock. “Excluded Subsidiary” shall   mean (a) any Subsidiary that is not a wholly-owned Restricted Subsidiary, (b)   any Subsidiary that is prohibited by applicable law, rule or regulation or by   any agreement, instrument or other undertaking to which such Subsidiary is a   party or by which it or any of its property or assets is bound from   guaranteeing the Obligations; provided that any such agreement, instrument or   other undertaking (i) is in existence on the Closing Date (or, with respect   to a Subsidiary acquired after the Closing Date, as of the date such   acquisition) and (ii) in the case of a Subsidiary acquired after the Closing   Date, was not entered into in connection with or anticipation of such   acquisition. “Excluded Swap Obligation” means, with respect to any Guarantor,   any Swap Obligation if, and to the extent that, all or a portion of the   Guarantee of such Guarantor of, or the grant by such Guarantor of a security   interest to secure, such Swap Obligation (or any Guarantee thereof) is or   becomes illegal or unlawful under the Commodity Exchange Act or any rule,   regulation or order of the Commodity Futures Trading Commission (or the   application or official interpretation of any thereof) by virtue of such   Guarantor's failure for any reason to constitute an “eligible contract   participant” as defined in the Commodity Exchange Act and the regulations   thereunder at the time the Guarantee of such Guarantor or the grant of such   security interest would otherwise have become effective with respect to such   Swap Obligation but for such Guarantor’s failure to constitute an “eligible   contract participant” at such time.    “Excluded Taxes” shall mean any of the following Taxes imposed on or   with respect to a Recipient (including, for the purpose of this definition of   “Excluded Taxes”, any Participant) or required to be withheld or deducted   from a payment to a Recipient, (a) Taxes imposed on or measured by net income   (however denominated), franchise Taxes, and branch profits Taxes, in each   case, (i) imposed as a result of such Recipient being organized under the   laws of, or having its principal office or, in the case of  


    




 










 any Lender, its applicable lending office   located in, the jurisdiction imposing such Tax (or any political subdivision   thereof) or (ii) that are Other Connection Taxes, (b) in the case of a   Lender, U.S. federal withholding Taxes imposed on amounts payable to or for   the account of such Lender with respect to an applicable interest in a Loan   or Commitment pursuant to a law in effect on the date on which (i) such   Lender acquires such interest in the Loan or Commitment (other than pursuant   to an assignment request by the Borrower under Section 13.7) or (ii) such   Lender changes its lending office, except in each case to the extent that,   pursuant to Section 5.4, amounts with respect to such Taxes were payable   either to such Lender’s assignor (including a Participant’s transferor)   immediately before such Lender became a party hereto (or such Participant   acquired a participation) or to such Lender immediately before it changed its   lending office, (c) Taxes attributable to such Recipient’s failure to comply   with Section 5.4(d) and Section 5.4(e) and (d) any U.S. federal withholding   Taxes imposed under FATCA. “Existing Class” shall mean, at any time, a Class   of Term B Loans or a Class of Revolving Credit Loans existing at such time   (not including any Class of Term B Loans or Class of Revolving Credit Loans   being made or established at such time). “Existing Credit Facilities” shall   mean (i) the Credit Agreement (First Lien), dated as of June 28, 2007, as   amended through the date hereof, among the Parent Guarantors, the Borrower,   the lenders party thereto, and Credit Suisse AG, Cayman Islands Branch   (formerly known as Credit Suisse, Cayman Islands Branch), as administrative   agent, (ii) the Credit Agreement (Second Lien), dated as of June 28, 2007, as   amended through the date hereof, among the Parent Guarantors, the Borrower,   the lenders party thereto, and Credit Suisse AG, Cayman Islands Branch   (formerly known as Credit Suisse, Cayman Islands Branch), as administrative   agent, (iii) the Credit Agreement, dated as of January 13, 2012, as amended   through the date hereof, among WideOpenWest Mid-Michigan Holdings, LLC,   WideOpenWest Mid-Michigan, LLC, the lenders party thereto and CoBank, ACB, as   administrative agent, and (iv) the Amended and Restated Credit Agreement,   dated as of February 18, 2011, as amended through the date hereof, among the   Company, the lenders party thereto, and Credit Suisse AG, Cayman Islands   Branch, as administrative agent. “Existing Letters of Credit” shall mean each   of the letters of credit described on Schedule 1.1(c) hereto. “Existing Term   B Loans” shall mean the term loans outstanding immediately prior to the   effectiveness of the Sixth Amendment.    “Extended Term Loans” shall have the meaning provided in Section   2.18(c). “Extended Revolving Credit Commitments” shall have the meaning   provided in Section 2.18(c). “Extension Date” shall have the meaning provided   in Section 2.18(c). “Facilities” means the Term Facility and the Revolving   Credit Facility, including any credit facility comprising the Incremental   Commitments and the Loans related thereto. “FATCA” shall mean Sections 1471   through 1474 of the Code, as of the date of this Agreement (or any amended or   successor version that is substantively comparable and not more materially onerous   to comply with) and any current or future regulations or official   interpretations thereof and any agreements entered into pursuant to Section   1471(b)(1) of the Code. 


    




 










  “Fair Labor Standards Act” shall mean the   Fair Labor Standards Act of 1938, as amended from time to time and any   successor statute. “Federal Funds Effective Rate” shall mean, for any day,   the weighted average of the per annum rates on overnight federal funds   transactions with members of the Federal Reserve System, as published on the   next succeeding Business Day by the Federal Reserve Bank of New York, or, if   such rate is not so published for any day that is a Business Day, the average   of the quotations for the day of such transactions received by the   Administrative Agent from three federal funds brokers of recognized standing   selected by it. “Fee Letter” shall mean the Fee Letter dated as of April 18,   2012, among Kingston MergerSub, Inc., a Delaware corporation, the Borrower,   Credit Suisse Securities (USA) LLC, Credit Suisse AG, Morgan Stanley Senior   Funding, Inc., Royal Bank of Canada, RBC Capital Markets, SunTrust Bank,   SunTrust Robinson Humphrey, Inc., and The Bank of Tokyo-Mitsubishi-UFJ, Ltd.   “Fees” shall mean all amounts payable pursuant to, or referred to in,   Section 4.1. “Fifth Amendment” shall mean that certain Fifth Amendment   to Credit Agreement, dated as of May 11, 2016, by and among the Borrower, the   Parent Guarantors, the Subsidiary Guarantors, certain Lenders and the   Administrative Agent. “Fifth Amendment Effective Date” shall mean May 11,   2016. “Fifth Amendment Lead Arrangers” shall mean Morgan Stanley Senior   Funding, Inc. and SunTrust Robinson Humphrey, Inc., as joint lead arrangers   and joint lead bookrunners under the Fifth Amendment. “Final Date” shall mean   the date on which the Revolving Credit Commitments shall have terminated, no   Revolving Credit Loans shall be outstanding and the Letters of Credit   Outstanding shall have been reduced to zero. With respect to any Class of   Revolving Credit Commitments, “Final Date” shall mean the date on which the   Revolving Credit Commitments of such Class shall have terminated, no   Revolving Credit Loans under such Class shall be outstanding and either (i) the   Letters of Credit Outstanding shall have been reduced to zero or (ii) the L/C   Participations of the Lenders under such Class shall have been reallocated in   full to Lenders of one or more other Classes. “Financial Performance   Covenant” shall mean the covenant set forth in Section 10.9. “First   Amendment” shall mean that certain First Amendment to Credit Agreement, dated   as of the First Amendment Effective Date, by and among the Borrower, the   Parent Guarantors, the Subsidiary Guarantors, the Lenders party thereto, the   Administrative Agent and J.P. Morgan Securities LLC, as lead arranger for the   First Amendment. “First Amendment Agents” shall mean the First Amendment Lead   Arranger, the First Amendment Joint Bookrunners and Joint Lead Arrangers, and   the First Amendment Co-Syndication Agents. “First Amendment Co-Syndication   Agents” shall mean J.P. Morgan Securities LLC, Credit Suisse Securities (USA)   LLC, Morgan Stanley Senior Funding, Inc., RBC Capital Markets and SunTrust   Robinson Humphrey, Inc., as co-syndication agents under the First Amendment. 


    




 










  “First Amendment Effective Date” shall mean   April 1, 2013. “First Amendment Incremental Lender” shall mean the Lenders   initially making the Term B-1 Loans to the Borrower on the First Amendment   Effective Date, immediately after giving effect to the First Amendment.   “First Amendment Joint Bookrunners and Joint Lead Arrangers” shall mean   Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding, Inc., RBC   Capital Markets and SunTrust Bank, as joint lead arrangers and joint   bookrunners under the First Amendment. “First Amendment Lead Arranger” shall   mean J.P. Morgan Securities LLC, as lead arranger and lead bookrunner under   the First Amendment. “First Priority” shall mean, with respect to any Lien   purported to be created in any Collateral pursuant to any Security Document,   that such Lien is a first priority Lien on such Collateral, junior to or   subordinated to no other Lien other than any Lien expressly permitted by   Section 10.2 (excluding Liens required to be subject to an Intercreditor   Agreement or Liens permitted under Section 10.2(j)). “Foreign Asset Sale”   shall have the meaning provided in Section 5.2(h). “Foreign Subsidiary” of   any Person shall mean each Subsidiary of such Person that is not a Domestic   Subsidiary of such Person. Unless otherwise expressly provided, all   references herein to a “Foreign Subsidiary” shall mean a Foreign Subsidiary   of the Borrower. “Fourth Amendment” means that certain Fourth Amendment to   Credit Agreement, dated as of July 1, 2015, by and among the Borrower, the   Parent Guarantors, the Subsidiary Guarantors, the Fourth Amendment Extended   Revolving Credit Lenders and the Administrative Agent. “Fourth Amendment Lead   Arranger” shall mean Credit Suisse Securities (USA) LLC as lead arranger   under the Fourth Amendment. “Fourth Amendment Effective Date” means July 1,   2015.  “Fourth Amendment Extended   Revolving Credit Commitments” shall mean the Revolving Credit Commitments   held as of the Fourth Amendment Effective Date by Revolving Credit Lenders   that consented to the Fourth Amendment, as the same   may be assigned from time to time in accordance with this Agreement. For the   avoidance of doubt,. All of the Fourth   Amendment Extended Revolving Credit Commitments shall   not include any Revolving Credit Commitments in effect on the Fourth   Amendment Effective Date of Revolving Credit Lenders that did not consent to   the Fourth Amendment. As of the Fourthwere   Refinanced in connection with the Seventh Amendment, and as of and after the   Seventh Amendment Effective Date, the aggregate amount of the Fourth Amendment Extended Revolving Credit   Commitments is $180,000,000. The Fourth Amendment   Extended Revolving Credit Commitment of each Revolving Credit Lender is set   forth next to such Lender’s name on Part I-B of Schedule 1.1(b) as such   Lender’s “Fourth Amendment Extended Revolving Credit Commitment” or in any   Assignment and Acceptance pursuant to which such Lender assumed Fourth   Amendment Extended Revolving Credit Commitments.0.    


    




 










  “Fourth Amendment Extended Revolving Credit   Lender” shall mean, at any time, any Lender that has a Fourth Amendment   Extended Revolving Credit Commitment or Fourth Amendment Extended Revolving   Credit Loan at such time. “Fourth Amendment Extended Revolving Credit Loans”   shall mean the Revolving Credit Loans funded pursuant to the Fourth Amendment   Extended Revolving Credit Commitments. “Fronting Exposure” shall mean, at any   time there is a Defaulting Lender, with respect to any Letter of Credit   Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding   Letter of Credit Exposure with respect to Letters of Credit issued by such   Letter of Credit Issuer other than Letter of Credit Exposure as to which such   Defaulting Lender’s participation obligation has been reallocated to other   Lenders or Cash Collateralized in accordance with the terms hereof. “Funded   Debt” shall mean all indebtedness of the Borrower and the Restricted   Subsidiaries for borrowed money that matures more than one year from the date   of its creation or matures within one year from such date that is renewable   or extendable, at the option of the Borrower or any Restricted Subsidiary, to   a date more than one year from such date or arises under a revolving credit   or similar agreement that obligates the lender or lenders to extend credit   during a period of more than one year from such date, including all amounts   of Funded Debt required to be paid or prepaid within one year from the date   of its creation and, in the case of the Borrower, Indebtedness in respect of   the Loans. “GAAP” shall mean generally accepted accounting principles in the   United States of America, as in effect from time to time; provided, however,   that if there occurs after the date hereof any change in GAAP that affects in   any respect the calculation of any covenant contained in Section 10 or   any related definition, upon the request of the Borrower or the Required   Lenders, the Administrative Agent, the Lenders and the Borrower shall   negotiate in good faith amendments to the provisions of this Agreement that   relate to the calculation of such covenant with the intent of having the   respective positions of the Lenders and the Borrower after such change in   GAAP conform as nearly as possible to their respective positions as of the   date of this Agreement and, until any such amendments have been agreed upon,   the covenants in Section 10 or any related definition shall be   calculated as if no such change in GAAP has occurred. “Governmental   Authority” shall mean any nation or government any state, province, territory   or other political subdivision thereof, and any entity exercising executive,   legislative, judicial, regulatory or administrative functions of or   pertaining to government. “Guarantee Agreement” shall mean the Guarantee   Agreement, made by each Guarantor in favor of the Administrative Agent for   the ratable benefit of the Secured Parties, substantially in the form of   Exhibit B, as the same may be amended, restated, amended and restated,   supplemented or otherwise modified from time to time. “Guarantee and   Collateral Exception Amount” shall mean, at any time, $60,000,000 minus   (b) the sum of (i) the aggregate amount of Indebtedness incurred or   assumed prior to such time pursuant to Section 10.1(a)(xi) that is   outstanding at such time and that was used to acquire, or was assumed in   connection with the acquisition of, Capital Stock and/or assets in respect of   which guarantees, pledges and security have not been given pursuant to   Sections 9.11 and 9.12, and (ii) any Indebtedness incurred by any   Restricted Subsidiary that is not a Guarantor; provided that if such amount   is a negative number, the Guarantee and Collateral Exception Amount shall be   zero. 


    




 










  “Guarantee Obligations” shall mean, as to   any Person, any obligation of such Person guaranteeing or intended to   guarantee any Indebtedness of any other Person (the “primary obligor”) in any   manner, whether directly or indirectly, including any obligation of such   Person, whether or not contingent, (a) to purchase any such Indebtedness or   any property constituting direct or indirect security therefor (b) to advance   or supply funds (i) for the purchase or payment of any such Indebtedness or   any such property or (ii) to maintain working capital or equity capital of   the primary obligor or otherwise to maintain the net worth or solvency of the   primary obligor, (c) to purchase property, securities or services primarily   for the purpose of assuring the owner of any such Indebtedness of the ability   of the primary obligor to make payment of such Indebtedness or (d) otherwise   to assure or hold harmless the owner of such Indebtedness against loss in   respect thereof; provided, however, that the term “Guarantee Obligations”   shall not include endorsements of instruments for deposit or collection in   the ordinary course of business. The amount of any Guarantee Obligation shall   be deemed to be an amount equal to the stated or determinable amount of the   Indebtedness in respect of which such Guarantee Obligation is made (or, if   such Guarantee is limited by its terms to a lesser amount, such lesser   amount) or, if not stated or determinable, the maximum reasonably anticipated   liability in respect thereof (assuming such Person is required to perform   thereunder) as determined by such Person in good faith. The term “Guarantee”   when used as a verb shall mean to provide or incur a Guarantee Obligation and   when used as a noun shall have a correlative meaning. “Guarantors” shall mean   the Parent Guarantors and the Subsidiary Guarantors. “Hazardous Materials”   shall mean (a) any petroleum or petroleum products, radioactive materials,   friable asbestos, urea formaldehyde foam insulation, transformers or other   equipment that contain dielectric fluid containing regulated levels of   polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or   substances defined as or included in the definition of “hazardous   substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous   waste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”,   “contaminants”, or “pollutants”, or words of similar import, under any   applicable Environmental Law; and (c) any other chemical, material or   substance for which liability or standards of conduct are imposed under any   Environmental Law. “Hedge Agreements” shall mean interest rate swap, cap or   collar agreements, interest rate future or option contracts, currency swap   agreements, currency future or option contracts, commodity price protection   agreements or other commodity price hedging agreements, and other similar   agreements entered into by a Credit Party in the ordinary course of business   (and not for speculative purposes) in order to protect a Credit Party or any   of the Restricted Subsidiaries against fluctuations in interest rates, currency   exchange rates or commodity prices. “Historical Audited Financial Statements”   shall mean (i) the Borrower Historical Audited Financial Statements and (ii)   the Company Historical Audited Financial Statements. “Historical Unaudited   Financial Statements” shall mean (i) the Borrower Historical Unaudited   Financial Statements and (ii) the Company Historical Unaudited Financial   Statements. “Holdings” shall have the meaning provided in the preamble to   this Agreement. “Immaterial Subsidiary” shall mean, at any date of   determination, each Restricted Subsidiary of the Borrower that is not a   Material Subsidiary and that has been designated by the Borrower in writing   to the Administrative Agent as an “Immaterial Subsidiary” for purposes of   this Agreement; provided that, for purposes of this Agreement, at no time   shall (a) the total assets of all 


    




 










  Immaterial Subsidiaries at the last day of   the most recently completed Test Period for which Section 9.1 Financials have   been delivered equal or exceed 5% of Consolidated Total Assets of the   Borrower or (b) the gross revenues of all Immaterial Subsidiaries for   such Test Period equal or exceed 5% of the consolidated gross revenues of the   Borrower and the Restricted Subsidiaries for such period, in each case   determined in accordance with GAAP; provided, further that, the Borrower may   designate and re-designate a Subsidiary as an Immaterial Subsidiary at any   time, subject to the terms set forth in this definition. “Increased Amount   Date” shall have the meaning provided in Section 2.17(a). “Incremental   Amendment” shall have the meaning provided in Section 2.17(b). “Incremental   Facility Amount” shall mean (a) $50,000,000 plus (b) any additional amount,   so long as, in the case of this clause (b), the Senior Secured Leverage Ratio   (provided that the Senior Secured Leverage Ratio for such purpose shall   exclude any cash or cash equivalents constituting proceeds of any Loans made   under any proposed Incremental Commitments which may otherwise reduce the   amount of Consolidated Net Debt) (i) does not exceed 4.00 to 1.00 or (ii) to   the extent the proceeds of the Loans made under any proposed Incremental   Commitments are to be used primarily to finance a Permitted Acquisition   (including repayment of Indebtedness of any Acquired Entity or Business in   connection with the consummation of such Permitted Acquisition), (x) does not   exceed 4.50 to 1.00 or (y) if such Senior Secured Leverage Ratio exceeds 4.50   to 1.00, the Senior Secured Leverage Ratio is not in excess of the Senior   Secured Leverage Ratio immediately prior to such incurrence of Loans made   under such proposed Incremental Commitments and the consummation of such   Permitted Acquisition), in each case, as of the applicable Increased Amount   Date determined on a Pro Forma Basis (which, for the avoidance of doubt,   shall be calculated as if any proposed New Term Loans and/or Additional   Revolving Credit Commitments being incurred on such day, as applicable, had   been outstanding and fully borrowed (except, with respect to the calculation   of the Senior Secured Leverage Ratio pursuant to clause (ii)(y) above   calculated immediately prior to such incurrence of Loans under such proposed   Incremental Commitments and the consummation of such Permitted Acquisition,   which shall not include such incurrence of Incremental Commitments and such   Permitted Acquisition on a Pro Forma Basis)) plus (c) $239,000,000.00 in New   Term B Loans to the extent made on the Sixth Amendment Effective Date.   “Indebtedness” of any Person shall mean (a) all indebtedness of such Person   for borrowed money, (b) the deferred purchase price of assets or services   that in accordance with GAAP would be included as liabilities in the balance   sheet of such Person, (c) the face amount of all letters of credit   issued for the account of such Person and, without duplication, all drafts   drawn thereunder, (d) all Indebtedness of a second Person secured by any Lien   on any property owned by such first Person, whether or not such Indebtedness   has been assumed, (e) all Capitalized Lease Obligations of such Person,   (f) all obligations of such Person under interest rate swap, cap or   collar agreements, interest rate future or option contracts, currency swap   agreements, currency future or option contracts and other similar agreements   and (g) without duplication, all Guarantee Obligations of such Person;   provided that Indebtedness shall not include trade payables and accrued   expenses, in each case payable directly or through a bank clearing   arrangement and arising in the ordinary course of business.  “Indemnified Taxes” shall mean (a) Taxes,   other than Excluded Taxes, imposed on or with respect to any payment made by   or on account of any obligation of any Credit Party under any Credit Document   and (b) to the extent not otherwise described in (a), Other Taxes.   “Indemnitee” shall have the meaning provided in Section 13.5. 


    




 










  “Initial Financial Statement Delivery Date”   shall mean the date on which Section 9.1 Financials are delivered to the   Lenders under Section 9.1 for the first full fiscal quarter ending after the   Closing Date. “Initial Test Period” shall have the meaning provided in   Section 11.12(a)(i). “Initial Yield” shall mean, with respect to any   Indebtedness, the amount, as determined by the Administrative Agent, equal to   the sum of (x) (i) in the case of Indebtedness subject to interest rates   determined by reference to a LIBOR based rate, the one month Adjusted LIBO   Rate (giving effect to any “floor” or minimum rate applicable to such   Indebtedness) plus the margin above the Adjusted LIBO Rate applicable to such   Indebtedness and (ii) in the case of Indebtedness not subject to interest   rates determined by reference to a LIBOR based rate, the applicable per annum   interest rate applicable to such Indebtedness, and (y) if any discount   applies to such Indebtedness or the Lenders making the same receive a fee   (other than any customary arrangement, structuring or commitment fees payable   in connection therewith to, and retained by, the arrangers or underwriters   thereof in their capacity as such) directly or indirectly from (or on behalf   of) any Parent Guarantor, the Borrower or any of their respective   Subsidiaries, the amount of such discount or fee, expressed as a percentage   of the Indebtedness subject to such discount or fee, divided by the lesser of   (x) four and (y) the Weighted Average Life to Maturity of such Indebtedness.   Notwithstanding the foregoing, any “floor” or minimum rate shall only be   taken into account in calculating the Initial Yield to the extent such   “floor” or minimum rate exceeds the Adjusted LIBO Rate then in effect   (without giving effect to clause (a) of the definition of “Adjusted LIBO   Rate”). “Intercreditor Agreement” shall mean a Pari Passu Intercreditor   Agreement or a Second Lien Intercreditor Agreement, as applicable. “Interest   Period” shall mean, with respect to any Term Loan or Revolving Credit Loan,   the interest period applicable thereto, as determined pursuant to   Section 2.9. “Interpolated Rate” shall mean, in relation to any LIBOR   Loan, the rate per annum determined by the Administrative Agent (which   determination shall be conclusive and binding absent manifest error) to be   equal to the rate that results from interpolating on a linear basis between:   (a) the applicable LIBO Rate for the longest period (for which the applicable   LIBO Rate is available deposits in Dollars) that is shorter than the Interest   Period of that LIBOR Loan and (b) the applicable LIBO Rate for the shortest   period (for which such LIBO Rate is available for deposits in Dollars) that   exceeds the Interest Period of that LIBOR Loan, in each case, as of 11:00   a.m. (London time) two (2) Business Days prior to the first day of such   Interest Period. “Investment” shall mean, for any Person: (a) the   acquisition (whether for cash, property, services or securities or otherwise)   of Capital Stock, bonds, notes, debentures, partnership or other ownership   interests or other securities of any other Person (including any “short sale”   or any other sale of any securities at a time when such securities are not   owned by the Person entering into such sale); (b) the making of any   deposit with, or advance, loan or other extension of credit to, any other   Person (including the purchase of property from another Person subject to an   understanding or agreement, contingent or otherwise, to resell such property   to such Person), but excluding any such advance, loan or extension of credit   having a term not exceeding 364 days arising in the ordinary course of   business and excluding also any Investment in leases entered into in the   ordinary course of business; (c) the entering into of any guarantee of,   or other contingent obligation with respect to, Indebtedness; or (d) the   acquisition of all or substantially all of the assets of any other Person;   provided that, in the event that any investment is made by the Borrower or   any Restricted Subsidiary in any Person through substantially concurrent   interim 


    




 










  transfers of any amount through one or more   other Restricted Subsidiaries, then such other substantially concurrent   interim transfers shall be disregarded for purposes of Section 10.5.   “Investors” shall mean each of the Sponsor, Northwestern Mutual Life   Insurance Company, North American Strategic Partners, L.P., Lincoln National   Life Insurance Company, Co-Investment Partners 2005, L.P., Parinvest SAS,   Enae Ventures LLC, Co-Investment Partners (NY), L.P., ACP Racecar Co-Invest,   LLC, ACP Racecar Co-Invest II, LLC. Colorado Mile High Fund, L.P., Permal   Cruiser Holdings LLC, MKMB Corporation, Boscolo Intervest Limited,   USS-Constitution Co-Investment Fund II, L.P., John Hancock Life Insurance   Company (U.S.A.), Macro Continental Inc., Northwestern Long Term Care   Insurance Company, Partners Group Access 107, Partners Group Access Secondary   2008 LP, Partners Group Maple Leaf Secondary Fund II LP Inc., Partner Group   Global Value SICAV, Partners Group Global Value 2008 LP and SAAF (Lux)   Private Markets Fund SICAV, Crestview W1 TE Holdings, LLC, Crestview W1   Holdings, L.P., Crestview W1 Co-Investors, LLC and their Control Investment   Affiliates. “Joint Lead Arrangers” shall mean Credit Suisse Securities (USA)   LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and   joint bookrunners under this Agreement and the other Credit Documents. “Joint   Venture” shall mean any Person in which the Borrower or a Restricted   Subsidiary maintains an equity investment, but which is not a Subsidiary of   the Borrower. “Knology Parent Corporation” means Kite Parent Corp., a   Delaware corporation, which has no assets other than shares of Capital Stock   of the Company and, upon the Permitted Tax Distribution/Contribution, Capital   Stock of the Borrower.  “L/C Maturity   Date” shall mean the date that is five Business Days prior to the Revolving   Credit Maturity Date. “L/C Participant” shall have the meaning provided in   Section 3.3(a). “L/C Participation” shall have the meaning provided in   Section 3.3(a). “Latest Maturity Date” shall mean, at any date of   determination, the latest maturity or expiration date applicable to any Loan   or Commitment hereunder at such time, including, without limitation the   latest maturity applicable to any Other Term Loans, Other Revolving Credit   Loans or Other Revolving Credit Commitments. “Lender” shall have the meaning   provided in the preamble to this Agreement and shall include (a) the Persons   listed on Schedule 1.1(b), and (b) any other Person that becomes a party   hereto pursuant to an Assignment and Acceptance, in each case other than any   such Person that ceases to be a party hereto pursuant to an Assignment and   Acceptance or otherwise ceases to have any Loans or Commitments hereunder.   All references to Lender herein and in the other Credit Documents shall   include the Letter of Credit Issuer unless the context requires otherwise.   “Letter of Credit” shall have the meaning provided in Section 3.1(a) and   shall for all purposes hereunder include each Existing Letter of Credit.   “Letter of Credit Commitment” shall mean $40,000,000, as the same may be   reduced from time to time pursuant to Section 3.1(c). 


    




 










  “Letter of Credit Exposure” shall mean,   with respect to any Lender, at any time, the sum of (a) the amount of any   Unpaid Drawings in respect of which such Lender has made (or is required to   have made) payments to the Letter of Credit Issuer pursuant to Section 3.3(d)   at such time and (b) such Lender’s Revolving Credit Commitment Percentage of   the Letters of Credit Outstanding at such time (excluding the portion thereof   consisting of Unpaid Drawings in respect of which the Lenders have made (or   are required to have made) payments to the Letter of Credit Issuer pursuant   to Section 3.3(d)).  “Letter of Credit   Fee” shall have the meaning provided in Section 4.1(b). “Letter of Credit   Issuer” shall mean (a) Credit Suisse or any   successoras of the Seventh Amendment Effective   Date, JPMorgan Chase Bank, N.A. or any of their respective successors pursuant   to Section 3.6, or (b) such other Revolving Credit Lender that may become a   Letter of Credit Issuer pursuant to Section 3.6; provided such Revolving   Credit Lender has agreed to be a Letter of Credit Issuer. The Letter of   Credit Issuer may, in its discretion, arrange for one or more Letters of   Credit to be issued by Affiliates of the Letter of Credit Issuer, and in each   such case the term “Letter of Credit Issuer” shall include any such Affiliate   with respect to Letters of Credit issued by such Affiliate. In the event that   there is more than one Letter of Credit Issuer at any time, references herein   and in the other Credit Documents to the Letter of Credit Issuer shall be   deemed to refer to the Letter of Credit Issuer in respect of the applicable   Letter of Credit or to all Letter of Credit Issuers, as the context   requires.  “Letter of Credit Request”   shall have the meaning provided in Section 3.2(a). “Letters of Credit   Outstanding” shall mean, at any time, the sum of, without duplication,   (a) the aggregate Stated Amount of all outstanding Letters of Credit and   (b) the aggregate amount of all Unpaid Drawings in respect of all   Letters of Credit. “LIBO Rate” shall mean, in the case of any LIBOR Term Loan   or LIBOR Revolving Credit Loan for any Interest Period, the rate per annum   determined by the Administrative Agent at approximately 11:00 a.m. (London   time) on the date that is two Business Days prior to the commencement of such   Interest Period by reference to the ICE Benchmark Administration Interest   Settlement Rates for deposits in Dollars (as set forth by any service   selected by the Administrative Agent that has been nominated by the ICE   Benchmark Administration as an authorized information vendor for the purpose   of displaying such rates) for a period equal to such Interest Period;   provided that, to the extent that an interest rate is not ascertainable   pursuant to the foregoing provisions of this definition, the “LIBO Rate”   shall be the Interpolated Rate. “LIBOR Loan” shall mean any LIBOR Term Loan   or LIBOR Revolving Credit Loan. “LIBOR Revolving Credit Loan” shall mean any   Revolving Credit Loan bearing interest at a rate determined by reference to   the Adjusted LIBO Rate. “LIBOR Term Loan” shall mean any Term Loan bearing   interest at a rate determined by reference to the Adjusted LIBO Rate. “Lien”   shall mean any mortgage, pledge, security interest, hypothecation, assignment   for security, fixed or floating charge, lien (statutory or other) or similar   encumbrance (including any agreement to give any of the foregoing, any   conditional sale or other title retention agreement or any lease in the   nature thereof) and any option, trust or deposit or other preferential   arrangement having the 


    




 










  practical effect of any of the foregoing.   For the avoidance of doubt, “Lien” shall not include any licenses of   intellectual property in the ordinary course of business. “Loan” shall mean   any Revolving Credit Loan or Term Loan made by any Lender hereunder. “Loan   and Reimbursement Agreement” shall mean the Loan and Reimbursement Agreement,   dated as of the date hereof, by and among the Borrower, the Parent Companies   and the Subsidiary Guarantors, as the same may be amended, restated, amended   and restated, supplemented or otherwise modified from time to time. “Loan   Modification Agreement” shall mean any amendment to this Agreement (in form   and substance reasonably satisfactory to the Administrative Agent) pursuant   to which the Borrower and the Accepting Lenders agree to one or more   Permitted Amendments. “Loan Modification Offer” shall have the meaning   provided in Section 2.18(a). “Management Investors” shall mean the   members of management of the Borrower that beneficially hold Capital Stock of   Parent on the Closing Date. “Management Services Agreement” shall mean that   certain Amended and Restated Financial Advisory Agreement, dated as of July   17, 2012, between Parent, Avista and any other Person party thereto.   “Management Termination Fees” means the one-time payment under the Management   Services Agreement of a termination fee to Avista and/or the Sponsor in the   event of either a Change of Control or the completion of a Qualified IPO.   “Material Adverse Effect” shall mean any event or circumstance which has   resulted or is reasonably likely to result in a material adverse change in   the business, assets, operations, properties or financial condition of   Holdings and its Subsidiaries, taken as a whole, or that would materially   adversely affect the ability of the Credit Parties, taken as a whole, to   perform their obligations under this Agreement or any of the other Credit   Documents. “Material Subsidiary” shall mean, at any date of determination,   each Restricted Subsidiary of the Borrower (a) whose total assets at the   last day of the most recently completed Test Period for which Section 9.1   Financials have been delivered were equal to or greater than 5% of the   Consolidated Total Assets at such date or (b) whose gross revenues for   such Test Period were equal to or greater than 5% of the consolidated gross   revenues of the Borrower and the Restricted Subsidiaries for such period, in   each case determined in accordance with GAAP. “Maturity Date” shall mean the   Term B Loan Maturity Date, the maturity date of any other tranche of Term   Loans hereunder, the Non-Extended Revolving Credit   Maturity Date, the Revolving Credit Maturity Date or the maturity date of   any other tranche of Revolving Credit Commitments hereunder, as the context   may require. “Merger” shall have the meaning provided in the preamble to this   Agreement. “Merger Agreement” shall have the meaning provided in the preamble   to this Agreement. 


    




 










  “Merger Sub” shall have the meaning   provided in the preamble to this Agreement. “Minimum Borrowing Amount” shall   mean $1,000,000. “Minimum Collateral Amount” shall mean, at any time, (i)   with respect to Cash Collateral consisting of cash or deposit account   balances, an amount equal to 103% of the Fronting Exposure of all Letter of   Credit Issuers with respect to Letters of Credit issued and outstanding at   such time and (ii) otherwise, an amount determined by the Administrative   Agent and the Letter of Credit Issuers in their sole discretion. “Minority   Investment” shall mean any Person (other than a Subsidiary) in which the   Borrower or any Restricted Subsidiary owns Capital Stock. “Moody’s” shall   mean Moody’s Investors Service, Inc., or any successor thereto. “Mortgage”   shall mean a mortgage, deed of trust, deed to secure debt or such equivalent   document entered into and executed and delivered by one or more of the Credit   Parties to the Administrative Agent, substantially in the form of Exhibit E   or otherwise in form and substance reasonably acceptable to the   Administrative Agent, in each case, as amended, restated, amended and   restated, supplemented or otherwise modified, renewed or replaced from time   to time. “Mortgaged Property” shall mean, initially, each parcel of real   estate and the improvements thereto owned by a Credit Party and identified on   Schedule 1.1(a), and includes each other parcel of real property and   improvements thereto with respect to which a Mortgage is granted pursuant to   Section 9.15. “Net Cash Proceeds” shall mean, with respect to any   Prepayment Event, (a) the gross cash proceeds (including payments from   time to time in respect of installment obligations, if applicable) received   by or on behalf of any Parent Guarantor, the Borrower or any of the   Restricted Subsidiaries in respect of such Prepayment Event, less   (b) the sum of: (i) in the case of any Prepayment Event, the amount, if   any, of (x) all taxes paid or estimated to be payable by any Parent   Guarantor, the Borrower or any of the Restricted Subsidiaries, as the case   may be, or (y), in the case of a Parent Guarantor that is treated as a partnership   or a disregarded entity for U.S. federal income tax purposes, the taxes paid   or estimated to be payable by the direct or indirect partners or members   thereof; provided, however, that in no event shall the amount in clause (y)   exceed the amount that otherwise would have been calculated pursuant to   clause (x) if the Parent Guarantor had been a corporation for federal income   tax purposes, in connection with such Prepayment Event, (ii) in the case of   any Prepayment Event, the amount of any reasonable reserve established in   accordance with GAAP against any liabilities (other than any taxes deducted   pursuant to clause (i) above) (x) associated with the assets that   are the subject of such Prepayment Event and (y) retained by any Parent   Guarantor, the Borrower or any of the Restricted Subsidiaries; provided that   the amount of any subsequent reduction of such reserve (other than in   connection with a payment in respect of any such liability) shall be deemed   to be Net Cash Proceeds of such Prepayment Event occurring on the date of   such reduction, 


    




 










  (iii) in the case of any Prepayment Event,   the amount of any Indebtedness (other than Loans) secured by a Lien on the   assets that are the subject of such Prepayment Event to the extent that such   Indebtedness is prepaid with proceeds of such Prepayment Event or the   instrument creating or evidencing such Indebtedness requires that such   Indebtedness be repaid upon consummation of such Prepayment Event, (iv) in   the case of any Asset Sale Prepayment Event (other than a transaction   permitted by Section 10.4(e)), Casualty Event or Permitted Sale Leaseback,   the amount of any proceeds of such Asset Sale Prepayment Event, Casualty   Event or Permitted Sale Leaseback that the Borrower or any Restricted   Subsidiary has reinvested (or intends to reinvest within the Reinvestment   Period or has entered into a binding commitment prior to the last day of the   Reinvestment Period to reinvest) in the business of the Borrower or any of   the Restricted Subsidiaries (including pursuant to a Permitted Acquisition or   capital expenditures) (subject to Section 9.14); provided that (A) any   portion of such proceeds that has not been so reinvested within such   Reinvestment Period shall, unless the Borrower or a Restricted Subsidiary has   entered into a binding commitment prior to the last day of such Reinvestment   Period to reinvest such proceeds, (x) be deemed to be Net Cash Proceeds   of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback   occurring on the last day of such Reinvestment Period and (y) be applied   to the repayment of Term Loans in accordance with Section 5.2(a)(i), (B) any   portion of such proceeds with respect to which the Borrower or a Subsidiary   has entered into a binding commitment prior to the last day of such   Reinvestment Period to reinvest such proceeds but that has not been so   reinvested within 180 days after the last day of such Reinvestment Period   shall (x) be deemed to be Net Cash Proceeds of an Asset Sale Prepayment   Event or Casualty Event occurring on such 180th day and (y) be applied   to the repayment of Term Loans in accordance with Section 5.2(a)(i), and (C)   solely with respect to the South Dakota Sale, the Third Amendment Prepayment   shall be deducted in calculating the Net Cash Proceeds applicable   thereof.  (v) in the case of any   Prepayment Event, reasonable and customary fees, commissions, expenses, and   other costs paid by any Parent Guarantor, the Borrower or any of the   Restricted Subsidiaries, as applicable, in connection with such Prepayment   Event (other than those payable to any Parent Guarantor, the Borrower or any   Subsidiary of the Borrower), in each case only to the extent not already   deducted in arriving at the amount referred to in clause (a) above. “New   Term B Loan Commitment” shall mean, as to any Lender, the obligation of such   Lender, if any, to make a New Term B Loan to the Borrower in an amount (as of   the Sixth Amendment Effective Date) not to exceed the amount set forth   opposite such Lender’s name on Part II-B of Schedule 1.1(B) or in the   Assignment and Acceptance pursuant to which such Lender assumed a portion of   the aggregate New Term B Loan Commitment, in each case as the same may be   changed from time to time pursuant to the terms hereof. The aggregate amount   of the New Term B Loan Commitments as of the Fifth Amendment Effective Date   is $432,500,000. The aggregate amount of the New Term B Loan Commitments as   of the Sixth Amendment Effective Date is $239,000,000.00. “New Term B Loans”   shall mean (i) prior to the Sixth Amendment Effective Date, New Term Loans   made pursuant to the Fifth Amendment and Section 2.17 and (ii) as of and   after the Sixth Amendment Effective Date, additional term loans made in the   form of New Term Loans pursuant to the Sixth Amendment and Section 2.17. For   all purposes under this Credit Documents, the New Term B 


    




 










  Loans shall be of the same Class as the   Refinancing Term B Loans, unless the context otherwise requires in connection   with the initial funding of the New Term B Loans. “New Term Loan Commitments”   shall have the meaning provided in Section 2.17(a). “New Term Loan Lender”   shall have the meaning provided in Section 2.17(c). “New Term Loan” shall   have the meaning provided in Section 2.17(c). “Non-Consenting Lender” shall   mean any Lender that does not approve any consent, waiver or amendment that   (i) requires the approval of all Lenders or all affected Lenders in   accordance with the terms of Section 13.1 and (ii) has been approved by the   Required Lenders (or in the case of an amendment, consent or waiver that only   requires the approval of the Revolving Credit Lenders or the Term Loan   Lenders (or any Class thereof), has been approved by the Required Revolving   Credit Lenders or the Required Term Loan Lenders (or Lenders having Total Credit   Exposures representing more than 50% of the Total Credit Exposures of all   Lenders of such Class thereof), as applicable). “Non-Defaulting Lender” shall   mean and include each Lender that is not a Defaulting Lender at such time.   “Non-Extended Revolving Credit Commitments” shall mean the Revolving Credit   Commitments held as of the Fourth Amendment Effective Date by Revolving   Credit Lenders that did not consent to the Fourth Amendment, as the same may be assigned from time to time in   accordance with this Agreement. For the avoidance of doubt,. All of the Non-Extended Revolving Credit   Commitments shall not include any Fourthwere Refinanced in connection with the Seventh Amendment Extended Revolving Credit Commitments. As of the   Fourth, and as of and after the Seventh Amendment   Effective Date, the aggregate amount of the Non-Extended   Revolving Credit Commitments is $20,000,000. The   Non-Extended Revolving Credit Commitment of each Revolving Credit Lender is   set forth next to such Lender’s name on Part I-A of Schedule 1.1(b) as such   Lender’s “Non-Extended Revolving Credit Commitment” or in any Assignment and   Acceptance pursuant to which such Lender assumed Non-Extended Revolving   Credit Commitments.0.  “Non-Extended Revolving Credit Lender” shall mean, at   any time, any Lender that has a Non-Extended Revolving Credit Commitment or a   Non-Extended Revolving Credit Loan at such time.  “Non-Extended Revolving Credit Loans”   shall mean the Revolving Credit Loans funded pursuant to the Non-Extended   Revolving Credit Commitments. “Non-Extended   Revolving Credit Maturity Date” shall mean July 17, 2017, or, if such date is   not a Business Day, the preceding Business Day. “Non-US Lender” shall   mean a Lender that is not a U.S. Person. “Notice of Borrowing” shall have the   meaning provided in Section 2.3(a). “Notice of Conversion or Continuation”   shall have the meaning provided in Section 2.6. “NuLink Acquisition”   means the Borrower’s acquisition of HC Cable Opco, LLC, d/b/a NuLink, a   privately-held company based in Newnan, Georgia, as reported on the   Borrower’s SEC Form 8-K filed on August 2, 2016. 


    




 










  “Obligations” shall mean the collective   reference to (i) the due and punctual payment of (x) the principal of and   premium, if any, and interest at the applicable rate provided in this   Agreement (including interest accruing during any pending bankruptcy,   insolvency, receivership or other similar proceeding, regardless of whether   allowed or allowable in such proceeding) on the Loans, when and as due,   whether at maturity, by acceleration, upon one or more dates set for   prepayment or otherwise, (y) each payment required to be made by the Borrower   under this Agreement in respect of any Letter of Credit, when and as due,   including payments in respect of reimbursement of disbursements, interest   thereon (including interest accruing during any pending bankruptcy,   insolvency, receivership or other similar proceeding, regardless of whether   allowed or allowable in such proceeding) and obligations to provide cash   collateral, and (z) all other monetary obligations, including fees, costs,   expenses and indemnities, whether primary, secondary, direct, contingent,   fixed or otherwise (including monetary obligations incurred during the any   pending bankruptcy, insolvency, receivership or other similar proceeding,   regardless of whether allowed or allowable in such proceeding), of the   Borrower or any other Credit Party to any of the Secured Parties under this   Agreement and the other Credit Documents, (ii) the due and punctual   performance of all covenants, agreements, obligations and liabilities of the   Borrower under or pursuant to this Agreement and the other Credit Documents,   (iii) the due and punctual payment and performance of all the covenants,   agreements, obligations and liabilities of each other Credit Party under or   pursuant to this Agreement and the other Credit Documents, (iv) the due and   punctual payment and performance of all obligations of each Credit Party   under each Specified Hedge Agreement with a Qualified Counterparty and (v) the   due and punctual payment and performance of all Cash Management Obligations;   provided that, in no event shall “Obligations” include Excluded Swap   Obligations. “Offer Price” shall have the meaning set forth in the definition   of “Dutch Auction”. “Original Revolving Credit Commitments” shall mean the   Revolving Credit Commitments in effect on the Closing Date, as the terms   thereof may be amended from time to time in accordance with this Agreement   (but excluding any portion thereof subject to a Loan Modification Agreement).   For the avoidance of doubt, all of the Original Revolving Credit Commitments   were Refinanced in connection with the First Amendment, and as of and after   the First Amendment Effective Date, the aggregate amount of Original   Revolving Credit Commitments is $0. “Original Revolving Credit Loans” shall   mean the Revolving Credit Loans funded pursuant to the Original Revolving   Credit Commitments. “Original Term Loans” shall mean the Term Loans funded on   the Closing Date, as the terms thereof may be amended from time to time in   accordance with this Agreement (but excluding any portion thereof subject to   a Loan Modification Agreement and excluding the Term B Loans). “Other   Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as   a result of a present or former connection between such Recipient and the   jurisdiction imposing such Tax (other than connections arising solely from   such Recipient having executed, delivered, become a party to, performed its   obligations under, received payments under or enforced any Credit Document).   “Other Taxes” shall mean all present or future stamp, court or documentary,   intangible, recording, filing or similar Taxes that arise from any payment   made under, from the execution, delivery, performance, enforcement or   registration of, from the receipt or perfection of a security interest under,   or otherwise with respect to, any Credit Document. 


    




 










  “Other Revolving Credit Loans” shall mean   and include all (a) Incremental Revolving Credit Loans with interest rate,   maturity, repaymentpayment   or other terms that are different than the terms then applicable to the Fourth Amendment Extended Revolving Credit Loans or the   Non-Extended Revolving Credit Loans, (b) Refinancing Revolving Credit   Loans and (c) Fourth Amendment Extended Revolving   Credit Loans and Non-Extended Revolving Credit Loans that are modified   pursuant to a Loan Modification Offer. “Other Term Loans” shall mean and   include all (a) New Term Loans with interest rate, maturity, repayment or   other terms that are different than the terms then applicable to the Term B   Loans, (b) Refinancing Term Loans and (c) Term B Loans that are modified   pursuant to a Loan Modification Offer. “Parent” shall mean Racecar Holdings,   LLC, a Delaware limited liability company. “Parent Companies” shall mean the   collective reference to (i) WOW Knology Parent and (ii) any Subsidiary of   Holdings that is a direct or indirect parent of or owns Capital Stock of the   Borrower. “Parent Guarantors” shall mean the collective reference to Holdings   and the Parent Companies. “Pari Passu Intercreditor Agreement” shall mean a   pari passu intercreditor agreement, in substantially the form of Exhibit H-1   hereto or otherwise reasonably satisfactory to the Administrative Agent and   the Borrower. “Participant” shall have the meaning provided in Section   13.6(c)(i). “Participant Register” has the meaning provided in Section   13.6(c)(iii). “Patriot Act” shall have the meaning provided in   Section 13.17. “PBGC” shall mean the Pension Benefit Guaranty   Corporation established pursuant to Section 4002 of ERISA, or any successor   thereto. “Perfection Certificate” shall mean a Perfection Certificate of the   applicable Credit Party in the form of Exhibit F or any other form approved   by the Administrative Agent. “Permitted Acquisition” shall mean the   acquisition (other than the Acquisition), by merger or otherwise, by   Holdings, the Borrower or any of the Restricted Subsidiaries of assets or   Capital Stock (which assets or Capital Stock shall, in the case of an   acquisition by Holdings, be promptly contributed or otherwise transferred to   the Borrower), so long as (a) such acquisition and all transactions related   thereto shall be consummated in accordance in all material respects with   applicable law; (b) such acquisition shall result in the issuer of such   Capital Stock becoming a Restricted Subsidiary and, to the extent required by   Section 9.11, a Subsidiary Guarantor; (c) such acquisition shall result in   the Administrative Agent, for the ratable benefit of the Secured Parties,   being granted a security interest in any Capital Stock or any assets so   acquired to the extent required by Section 9.11, 9.12 and 9.15; (d) immediately   prior to the signing of the applicable acquisition agreement, and after   giving pro forma effect to such acquisition and any related debt incurrences   (as determined at the time of the signing of such acquisition agreement), no   Default or Event of Default shall have occurred and be continuing; and 


    




 










  (e) after giving effect to such   acquisition, the Borrower and the Restricted Subsidiaries shall be in   compliance with Section 9.14. “Permitted Additional Junior Debt” shall mean senior   secured or senior unsecured, senior subordinated or subordinated debt, in   each case issued or incurred by the Borrower; provided that (a) such   Indebtedness does not mature or have scheduled amortization or payments of   principal and is not subject to mandatory redemption or prepayment (except   customary asset sale or change of control provisions which allow for the   payment of the Obligations prior to such Indebtedness), in each case, prior   to six months after the Latest Maturity Date, (b) such Indebtedness shall not   have a shorter Weighted Average Life than the Weighted Average Life to   Maturity of any then-outstanding Loans, (c) if such Indebtedness is senior   subordinated or subordinated Indebtedness, the terms of such Indebtedness   provide for subordination of such Indebtedness to the Obligations in a manner   customary for subordinated high yield securities, (d) if such Indebtedness is   secured, (i) such Indebtedness shall be secured by the Collateral on a junior   lien, lien-subordinated basis to the Obligations and the obligations in   respect of any Permitted First Priority Refinancing Debt and shall not be   secured by any property or assets of Holdings and its Subsidiaries other than   the Collateral (and the liens, rights and remedies with respect to such Collateral   shall be subject to the Second Lien Intercreditor Agreement) and (ii) the   Senior Representative, acting on behalf of the holders of such Indebtedness,   shall have become party to the Second Lien Intercreditor Agreement and the   Administrative Agent shall have become party to the Second Lien Intercreditor   Agreement and (e) no Subsidiary of Holdings (other than the Borrower or a   Guarantor) is an obligor under such Indebtedness. “Permitted Amendments”   shall have the meaning provided in Section 2.18(f). “Permitted Equity   Issuance” shall mean any sale or issuance of any common Capital Stock of   Parent or any Qualified Capital Stock of Parent. “Permitted First Priority   Refinancing Debt” shall mean any secured Indebtedness incurred by the   Borrower in the form of one or more series of senior secured notes or senior   secured loans; provided that (i) such Indebtedness is secured by the   Collateral on a pari passu basis with the Obligations and is not secured by   any property or assets of Holdings and its Subsidiaries other than the   Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing   Indebtedness in respect of Term Loans, (iii) such Indebtedness does not   mature prior to the Maturity Date of the Refinanced Debt and such   Indebtedness shall have a Weighted Average Life to Maturity that is not   shorter than the Refinanced Debt, (iv) to the extent applicable, the security   agreements relating to such Indebtedness are substantially the same as the   Security Documents (with such differences as are reasonably satisfactory to   the Administrative Agent), (v) no Restricted Subsidiary guarantees such   Indebtedness unless it is a Subsidiary Guarantor (or becomes a Subsidiary   Guarantor substantially concurrently with the incurrence of such   Indebtedness); provided that, if, at any time, such Restricted Subsidiary   ceases to be a Guarantor, it shall not guarantee such Indebtedness, (vi) the   other terms and conditions of such Indebtedness (excluding pricing, fees,   rate floors, premiums, optional prepayment or optional redemption provisions)   reflect market terms and conditions at the time of incurrence and issuance;   provided, that, to the extent such terms and documentation are not   substantially identical to the Indebtedness being refinanced, (x) such terms   (taken as a whole) shall be less favorable to the providers of such Permitted   First Priority Refinancing Debt than those applicable to the Indebtedness   being refinanced, except, in each case, for financial or other covenants or   other provisions contained in such Indebtedness that are applicable only   after the then Latest Maturity Date, or (y) such documentation shall be   reasonably acceptable to the Administrative Agent and (vii) a Senior   Representative acting on behalf of the holders of such Indebtedness shall   have become party to a Pari Passu Intercreditor Agreement and the   Administrative 


    




 










 Agent shall have become a party to the Pari   Passu Intercreditor Agreement (or any then-existing Pari Passu Intercreditor   Agreement shall have been amended or replaced in a manner reasonably   acceptable to the Administrative Agent, which results in such Senior   Representative having rights to share in the Collateral as provided in clause   (i) above). Permitted First Priority Refinancing Debt will include any   Registered Equivalent Notes issued in exchange therefor. “Permitted   Intercompany Indebtedness” shall have the meaning provided in Section   6.17(b). “Permitted Investments” shall mean: (a) securities issued or   unconditionally guaranteed by the United States government or any agency or   instrumentality thereof, in each case having maturities of not more than 24   months from the date of acquisition thereof;    (b) securities issued by any state of the United States of America or   any political subdivision of any such state or any public instrumentality   thereof or any political subdivision of any such state or any public   instrumentality thereof having maturities of not more than 24 months from the   date of acquisition thereof and, at the time of acquisition, having an   investment grade rating generally obtainable from either S&P or Moody’s   (or, if at any time neither S&P nor Moody’s shall be rating such   obligations, then from another nationally recognized rating service);  (c) commercial paper issued by any Lender   or any bank holding company owning any Lender;  (d) commercial paper maturing no more than   12 months after the date of creation thereof and, at the time of acquisition,   having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if   at any time neither S&P nor Moody’s shall be rating such obligations, an   equivalent rating from another nationally recognized rating service);  (e) domestic and LIBOR certificates of   deposit or bankers’ acceptances maturing no more than two years after the   date of acquisition thereof issued by any Lender or any other bank having   combined capital and surplus of not less than $250,000,000 in the case of   domestic banks and $100,000,000 (or the Dollar equivalent thereof) in the   case of foreign banks;  (f) repurchase   agreements with a term of not more than 30 days for underlying   securities of the type described in clauses (a), (b) and (e) above entered   into with any bank meeting the qualifications specified in clause (e) above   or securities dealers of recognized national standing;  (g) marketable short-term money market and   similar securities having a rating of at least A-2 or P-2 from either S&P   or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating   such obligations, an equivalent rating from another nationally recognized   rating service);  (h) shares of   investment companies that are registered under the Investment Company Act of   1940 and substantially all the investments of which are one or more of the   types of securities described in clauses (a) through (g) above; and (i) in the   case of Investments by any Restricted Foreign Subsidiary or Investments made   in a country outside the United States of America, other customarily utilized   high-quality 


    




 










  Investments in the country where such   Restricted Foreign Subsidiary is located or in which such Investment is made.   “Permitted Investors” shall mean each of the Investors and the Management   Investors and the other management officers of Parent, Holdings or the   Borrower from time to time. “Permitted Liens” shall mean (a) Liens for taxes,   assessments or governmental charges or claims not required to be paid   pursuant to Section 9.4; (b) Liens in respect of property or assets of the   Borrower or any of the Subsidiaries imposed by law, such as carriers’,   warehousemen’s, mechanics’ landlords’, materialmen’s and repairmen’s Liens   and other similar Liens arising in the ordinary course of business, in each   case so long as such Liens arise in the ordinary course of business and do   not individually or in the aggregate have a Material Adverse Effect;   (c) Liens arising from judgments or decrees in circumstances not   constituting an Event of Default under Section 11.10; (d) Liens incurred or   deposits made in connection with workers’ compensation, unemployment   insurance and other types of social security legislation, or to secure the   performance of tenders, statutory obligations, surety and appeal bonds, bids,   leases, government contracts, trade contracts, performance and   return-of-money bonds and other similar obligations incurred in the ordinary   course of business (including letters of credit, bank guarantees or similar   instruments in lieu of any such items or to support the issuance thereof) and   deposits securing premiums or liability to insurance carriers under insurance   or self-insurance arrangements in respect of such obligations or otherwise as   permitted in Section 10.1(a)(xviii) and pledges and deposits securing   liability for reimbursement or indemnification obligations of (including   obligations in respect of letters of credit, bank guarantees or similar   instruments for the benefit of) insurance carriers in respect of property,   casualty or liability insurance to the Borrower or any Subsidiary provided by   such insurance carriers; (e) ground leases in respect of real property   on which facilities owned or leased by the Borrower or any of its   Subsidiaries are located; (f) easements, rights-of-way, restrictions, minor   defects or irregularities in title and other similar charges or encumbrances   not interfering in any material respect with the business of the Borrower and   its Subsidiaries, taken as a whole; (g) any interest or title of a lessor or   secured by a lessor’s interest under any lease permitted by this Agreement;   (h) Liens in favor of customs and revenue authorities arising as a matter   of law to secure payment of customs duties in connection with the importation   of goods; (i) Liens on goods the purchase price of which is financed by   a documentary letter of credit issued for the account of the Borrower or any   of its Subsidiaries; provided that such Lien secures only the obligations of   the Borrower or such Subsidiaries in respect of such letter of credit to the   extent permitted under Section 10.1(a)(xviii); (j) leases or   subleases, licenses or sublicenses granted to others not interfering in any   material respect with the business of the Borrower and its Subsidiaries,   taken as a whole; (k) Liens created in the ordinary course of business   in favor of banks and other financial institutions over credit balances of   any bank accounts of Holdings and the Restricted Subsidiaries held at such   banks or financial institutions, as the case may be, to facilitate the   operation of cash pooling and/or interest set-off arrangements in respect of   such bank accounts in the ordinary course of business, (l) Liens that are   contractual rights of set-off (i) relating to the establishment of depository   relations with banks not given in connection with the issuance of   Indebtedness, (ii) relating to purchase orders and other agreements entered   into with customers of the Borrower or any Restricted Subsidiary in the   ordinary course of business and (iii) attaching to commodity trading or other   brokerage accounts incurred in the ordinary course of business; (m) Liens   arising from precautionary UCC financing statements regarding operating   leases or consignment or bailee arrangements; (n) Liens arising out of   conditional sale, title retention, consignment or similar arrangements for   sale of goods entered into by the Borrower or its Restricted Subsidiaries in   the ordinary course of business; (o) Liens on Capital Stock in joint ventures   or Unrestricted Subsidiaries securing obligations of such joint venture or   Unrestricted Subsidiaries, as applicable; (p) Liens on securities that are   the subject of repurchase agreements constituting Permitted Investments under   clause (f) of the 


    




 










  definition thereof arising out of such   repurchase transaction; (q) Liens (i) solely on any cash earnest money   deposits or Permitted Acquisitions made by the Borrower or any of its   Restricted Subsidiaries in connection with any letter of intent or purchase   agreement with respect to any Permitted Acquisition and (ii) consisting of an   agreement to dispose of any property in a transaction permitted under Section   10.4; (r) Liens disclosed by the title insurance policies delivered pursuant   to Section 9.15 and any replacement, extension or renewal of any such   Lien; provided that such replacement, extension or renewal Lien shall not   cover any property other than the property that was subject to such Lien   prior to such replacement, extension or renewal; provided, further, that the   Indebtedness and other obligations secured by such replacement, extension or   renewal Lien are permitted by this Agreement; and (s) rights reserved to or   vested in any person by the terms of any lease, license, franchise, grant or   permit held by the Borrower or any Restricted Subsidiary or by a statutory   provision to terminate any such lease, license, franchise, grant or permit or   to require periodic payments as a condition to the continuance thereof.   “Permitted Refinancing Indebtedness” shall mean, with respect to any   Indebtedness (the “Refinanced Indebtedness”), any Indebtedness issued in   exchange for, or the net proceeds of which are used to modify, extend,   refinance, renew, replace or refund (collectively to “Refinance” or a   “Refinancing” or “Refinanced”), such Refinanced Indebtedness (or previous   refinancing thereof constituting Permitted Refinancing Indebtedness);   provided that (A) the principal amount (or accreted value, if applicable) of   any such Permitted Refinancing Indebtedness does not exceed the principal   amount (or accreted value, if applicable) of the Refinanced Indebtedness   outstanding immediately prior to such Refinancing except by an amount equal   to the unpaid accrued interest and premium thereon plus other amounts paid   and fees and expenses incurred in connection with such Refinancing plus, in   the case of a Refinancing with respect to a revolving credit facility, an   amount equal to any existing commitment unutilized and letters of credit   undrawn thereunder, (B) if the Indebtedness being Refinanced is Indebtedness   permitted by Section 10.1(a)(vi), 10.1(a)(vii), 10.1(a)(ix), 10.1(a)(x),   10.1(a)(xi) or 10.1(a)(xiii), the direct and contingent obligors with respect   to such Permitted Refinancing Indebtedness are not changed (other than   Persons that would have been required to be obligors with respect to such   Indebtedness had such Person existed or been a Subsidiary of Holdings at the   time such Indebtedness was initially incurred), (C) other than with respect   to a Refinancing in respect of Indebtedness permitted pursuant to Section   10.1(a)(vi), such Permitted Refinancing Indebtedness shall have a final   maturity date equal to or later than the final maturity date of, and has a   Weighted Average Life to Maturity equal to or greater than the Weighted   Average Life to Maturity of, the Refinanced Indebtedness, (D) [intentionally   omitted], (E) if the Indebtedness being Refinanced is secured by a   second-priority security interest in the Collateral and/or subject to any   intercreditor arrangements for the benefit of the Lenders, such Permitted   Refinancing Indebtedness is secured and subject to intercreditor arrangements   on terms, taken as a whole, as favorable in all material respects to the   Lenders as those contained in the documentation governing the Indebtedness   being Refinanced (and, in the case of Permitted Refinancing Indebtedness with   respect to Indebtedness previously subject to a Pari Passu Intercreditor   Agreement or a Second Lien Intercreditor Agreement, such permitted   Refinancing Indebtedness shall be subject to the same Intercreditor Agreement   that such Indebtedness was previously subject to (with such modifications as   the Administrative Agent may reasonably agree)), and (F) such modification,   extension, refinancing, renewal, replacement or refund does not provide for   the granting or obtaining of collateral security from, or obtaining any lien   on any assets of, any Person, other than collateral security obtained from   Persons that provided (or were required to provide or would have been required   or permitted to provide had such Person existed or been a Subsidiary of   Holdings at the time such Indebtedness was initially incurred) collateral   security with respect to the Refinanced Indebtedness (so long as the assets   or assets of the type subject to such liens also secured the Indebtedness so   refinanced, refunded, renewed or extended). 


    




 










  “Permitted Sale Leaseback” shall mean any   Sale Leaseback consummated by the Borrower or any of the Restricted   Subsidiaries after the Closing Date in accordance with Section 10.8; provided   that such Sale Leaseback is consummated for fair value as determined at the   time of consummation in good faith by the Borrower and, in the case of any   Sale Leaseback (or series of related Sales Leasebacks) the aggregate proceeds   of which exceed $10,000,000, the Board of Directors (or similar governing   body) of the Borrower (which such determination may take into account any   retained interest or other Investment of the Borrower or such Restricted   Subsidiary in connection with, and any other material economic terms of, such   Sale Leaseback). “Permitted Second Priority Refinancing Debt” shall mean any   secured Indebtedness incurred by the Borrower in the form of one or more   series of junior lien secured notes or junior lien secured loans; provided   that (i) such Indebtedness is secured by the Collateral on a junior lien,   lien-subordinated basis to the Obligations under the Credit Documents and the   obligations in respect of any Permitted First Priority Refinancing Debt and   is not secured by any property or assets of Holdings and its Subsidiaries   other than the Collateral, (ii) such Indebtedness constitutes Credit   Agreement Refinancing Indebtedness in respect of any Class of Term Loans,   (iii) such Indebtedness does not mature or have scheduled amortization or   payments of principal and is not subject to mandatory redemption or   prepayment (except customary asset sale or change of control provisions which   allow for the payment of the Obligations prior to such Indebtedness), in each   case prior to six months after the then Latest Maturity Date, (iv) such   Indebtedness shall have a Weighted Average Life to Maturity that is not   shorter than the Refinanced Debt, (v) to the extent applicable, the security   agreements relating to such Indebtedness are substantially the same as the   Security Documents (with such differences as are reasonably satisfactory to   the Administrative Agent), (vi) no Restricted Subsidiary guarantees such   Indebtedness unless it is a Subsidiary Guarantor (or becomes a Subsidiary   Guarantor substantially concurrently with the incurrence of such   Indebtedness); provided that, if, at any time, such Restricted Subsidiary   ceases to be a Guarantor, it shall not guarantee such Indebtedness, (vii) the   other terms and conditions of such Indebtedness (excluding pricing, fees,   rate floors, premiums, optional prepayment or optional redemption provisions)   reflect market terms and conditions at the time of incurrence and issuance;   provided, that, to the extent such terms and documentation are not   substantially identical to the Indebtedness being refinanced, (x) such terms   (taken as a whole) shall be less favorable to the providers of such Permitted   First Priority Refinancing Debt than those applicable to the Indebtedness   being refinanced, except, in each case, for financial or other covenants or   other provisions contained in such Indebtedness that are applicable only   after the then Latest Maturity Date or (y) such documentation shall be   reasonably acceptable to the Administrative Agent, and (viii) a Senior   Representative acting on behalf of the holders of such Indebtedness shall   have become party to the Second Lien Intercreditor Agreement, and the   Administrative Agent shall have become a party to the Second Lien   Intercreditor Agreement (or the Second Lien Intercreditor Agreement shall   have been amended or replaced in a manner reasonably acceptable to the   Administrative Agent, which results in such Senior Representative having   rights to share in the Collateral as provided in clause (i) above). Permitted   Second Priority Refinancing Debt will include any Registered Equivalent Notes   issued in exchange therefor. “Permitted Secured Acquisition Debt” shall mean   Indebtedness in the form of one or more series of secured notes or secured   loans; provided that (i) such Indebtedness does not mature or have scheduled   amortization or payments of principal (other than customary term loan   amortization) and is not subject to mandatory redemption or prepayment   (except (i) in the case of Indebtedness secured on a pari passu basis, market   mandatory redemption or prepayment provisions, as reasonably determined by   the Borrower at the time such Indebtedness is issued or incurred and (ii) in   the case of Indebtedness secured on a junior lien, subordinated basis, market   mandatory redemption or prepayment provisions (as 


    




 










 reasonably determined by the Borrower at the   time such Indebtedness is issued or incurred) which allow for the payment of   the Obligations prior to such Indebtedness), in each case, prior to (x) in   the event such Indebtedness is secured on a pari passu basis with the   Obligations, the Latest Maturity Date and (y) in the event such Indebtedness   is secured on a junior lien, subordinated basis with the Obligations, 91 days   after the Latest Maturity Date, (ii) such Indebtedness shall not have a   shorter Weighted Average Life than the Weighted Average Life to Maturity of   any then-outstanding Loans, (iii) the other terms and conditions of such   Indebtedness (excluding pricing, fees, rate floors, premiums, optional   prepayment or optional redemption provisions) reflect market terms and   conditions at the time of incurrence and issuance (determined at the time   such Indebtedness is issued or incurred; provided that a certificate of an   Authorized Officer of the Borrower, as the case may be, delivered to the   Administrative Agent at least five Business Days prior to the incurrence of   such Indebtedness, together with a reasonably detailed description of the   material terms and conditions of such Indebtedness, stating that the Borrower   has determined in good faith that such terms and conditions satisfy the   foregoing requirement in this clause (iii) shall be conclusive evidence that   such terms and conditions satisfy the foregoing requirement unless the Administrative   Agent notifies the Borrower within such five Business Day period that it   disagrees with such determination, including a reasonable description of the   basis upon which it disagrees), (iv) such Indebtedness shall not contain any   financial maintenance covenants unless the Term Facility has the benefit of   financial maintenance covenants (including the right to amend, waive and   enforce such financial maintenance covenants), in which case such Permitted   Secured Acquisition Debt may have the benefit of financial maintenance   covenants that are not more restrictive or favorable to the holders of such   Permitted Secured Acquisition Debt than those applicable to the Term Facility   except for periods applicable only after the then Latest Maturity Date, (v) the   Senior Representative, acting on behalf of the holders of such Indebtedness,   shall have become party to a Pari Passu Intercreditor Agreement or the Second   Lien Intercreditor Agreement, as applicable, and the Administrative Agent   shall become a party to such agreement, and (vi) in the event such   Indebtedness (or Permitted Refinancing Indebtedness in respect thereof   pursuant to Section 10.1(xi)) is secured on a pari passu basis with the   Obligations, (a) the Borrower shall have been permitted to incur such   Indebtedness pursuant to, and such Indebtedness shall be deemed to be   incurred in reliance on, Section 2.17 (excluding sub-section 2.17(c)(iii) but   subject to clause (b) below) (with the Incremental Facility Amount being   reduced by the amount of such Indebtedness) and (b) if the Initial Yield on   such Indebtedness (or Permitted Refinancing Indebtedness in respect thereof   pursuant to Section 10.1(xi)) consisting of term loans exceeds the Initial   Yield then in effect for any Existing Class (or Classes) of Term Loans by   more than 50 basis points, then the Applicable ABR Margin and the Applicable   LIBO Margin then in effect for such Existing Class (or Classes) of Term Loans   shall automatically be increased by the Yield Differential, effective upon   the incurrence of such Indebtedness (or Permitted Refinancing Indebtedness in   respect thereof pursuant to Section 10.1(xi)). “Permitted Tax   Distribution/Contribution” means the occurrence on the same calendar day of   (i) the distribution by the Borrower to WOW Knology Parent of 100% of the   Capital Stock of Knology Parent Corporation, (ii) the contribution by WOW   Knology Parent of all of its assets and liabilities (including its Capital   Stock in the Borrower) to Knology Parent Corporation and (iii) the   contribution by Knology Parent Corporation to the Borrower of 100% of the   Capital Stock of the Company; provided that (a) in no event shall the Company   or any Subsidiary of the Company be released from its guarantee of the   Obligations in connection with the Permitted Tax Distribution/Contribution,   (b) in no event shall the Lien on any property of the Company or any   Subsidiary of the Company granted to or held by the Administrative Agent   under any Credit Document be released in connection with the Permitted Tax   Distribution/Contribution, and (c) during the period from and including the   time of the distribution referred to in clause (i) of this definition until   the completion of the contribution referred to in clause (ii) of this   definition (the “Permitted Tax Distribution Period”) (x) the Company or any 


    




 










 Subsidiary of the Company shall not be   designated as an Unrestricted Subsidiary, and (y) the Company and each   Subsidiary of the Company shall not merge or consolidate, transfer, assign,   sell or otherwise dispose of any assets or properties, incur any Indebtedness   or make any dividends or distributions or issue any Capital Stock.  “Permitted Tax Distribution Period” shall   have the meaning given to such turn in the definition of “Permitted Tax   Distribution/Contribution”. “Permitted Unsecured Refinancing Debt” shall mean   any unsecured Indebtedness incurred by the Borrower in the form of one or   more series of senior unsecured notes or loans; provided that (i) such   Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect   of Term Loans, (ii) such Indebtedness does not mature or have scheduled   amortization or payments of principal and is not subject to mandatory   redemption or prepayment (except customary asset sale or change of control   provisions which allow for the payment of the Obligations prior to such   Indebtedness), in each case, prior to the Maturity Date of the Refinanced   Debt, (iii) such Indebtedness shall have a Weighted Average Life to Maturity   that is not shorter than the Refinanced Debt, (iv) no Restricted Subsidiary   guarantees such Indebtedness unless it is a Subsidiary Guarantor (or becomes   a Subsidiary Guarantor substantially concurrently with the incurrence of such   Indebtedness or guarantee); provided that, if, at any time, such Restricted   Subsidiary ceases to be a Guarantor, it shall not guarantee such   Indebtedness, (v) the other terms and conditions of such Indebtedness   (excluding pricing, fees, rate floors, premiums, optional prepayment or   optional redemption provisions) reflect market terms and conditions at the   time of incurrence and issuance; provided, that, to the extent such terms and   documentation are not substantially identical to the Indebtedness being   refinanced, (x) such terms (taken as a whole) shall be less favorable to the   providers of such Permitted First Priority Refinancing Debt than those   applicable to the Indebtedness being refinanced, except, in each case, for   financial or other covenants or other provisions contained in such   Indebtedness that are applicable only after the then Latest Maturity Date or   (y) such documentation shall be reasonably acceptable to the Administrative   Agent, and (vi) such Indebtedness is not secured. Permitted Unsecured   Refinancing Debt will include any Registered Equivalent Notes issued in exchange   therefor. “Person” shall mean any natural person, partnership, joint venture,   firm, corporation, limited liability company, association, trust or other   enterprise, any Governmental Authority or any other entity. “Plan” shall mean   any multiemployer or single-employer plan, as defined in Section 4001 of   ERISA and subject to Title IV of ERISA, that is or was within any of the   preceding six plan years maintained or contributed to by (or to which there   is or was an obligation to contribute or to make payments to) the Borrower, a   Subsidiary or an ERISA Affiliate. “Platform” shall have the meaning provided   in Section 13.2(c). “Pledge Agreement” shall mean the Pledge Agreement,   entered into by the Parent Guarantors, the Borrower, the other pledgors party   thereto and the Administrative Agent for the ratable benefit of the Secured   Parties, substantially in the form of Exhibit C-2, as the same may be   amended, restated, amended and restated, supplemented or otherwise modified   from time to time. “Prepayment Event” shall mean any Asset Sale Prepayment   Event, Debt Incurrence Prepayment Event, Casualty Event or any Permitted Sale   Leaseback.




    




 










  “Prime Rate” shall mean the rate of   interest per annum determined from time to time by the Administrative Agent   as its reference rate in effect at its principal office in New York City.   “Pro Forma Adjustment” shall mean, for any Test Period that includes any of   the six consecutive fiscal quarters first ending following any Permitted   Acquisition, with respect to the Acquired EBITDA of the applicable Acquired   Entity or Business or the Consolidated EBITDA of the Borrower affected by   such acquisition, the pro forma increase or decrease in such Acquired EBITDA   or such Consolidated EBITDA, as the case may be, projected by the Borrower in   good faith as a result of reasonably identifiable and factually supportable   net cost savings or additional net costs, as the case may be, realizable   during such period by combining the operations of such Acquired Entity or   Business with the operations of the Borrower and its Restricted Subsidiaries;   provided that so long as such net cost savings or additional net costs will   be realizable at any time during such six-quarter period, it may be assumed,   for purposes of projecting such pro forma increase or decrease to such   Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such   net cost savings or additional net costs will be realizable during the entire   such period; provided further that (a) any such pro forma increase or   decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may   be, shall be without duplication for net cost savings or additional net costs   actually realized during such period and already included in such Acquired   EBITDA or such Consolidated EBITDA, as the case may be, and (b) the aggregate   amount of any such increase made to Consolidated EBITDA for any Test Period   shall not exceed 15% of Consolidated EBITDA for such Test Period (calculated   prior to giving effect to any such Pro Forma Adjustment). “Pro Forma Acquired   Entity” shall have the meaning provided in the definition of “Acquired   EBITDA”. “Pro Forma Adjustment Certificate” shall mean any certificate of an   Authorized Officer of the Borrower delivered pursuant to Section 9.1(h)   or setting forth the information described in clause (iv) to   Section 9.1(d). “Pro Forma Basis” shall mean, with respect to compliance   with any test or covenant hereunder or any calculation with respect thereto   required by the terms of this Agreement to be calculated on a Pro Forma   Basis, that (a), to the extent applicable, the Pro Forma Adjustment shall   have been made, and (b) all Specified Transactions occurring after the most   recent Calculation Date for which Section 9.1 Financials have been delivered   covering the fiscal quarter ended on such Calculation Date and the following   transactions in connection therewith shall be deemed to have occurred as of   the first day of the applicable period of measurement in such test or   covenant: (i) income statement items (whether positive or negative)   attributable to the property or Person subject to such Specified Transaction,   (A) in the case of a disposition of all or substantially all Capital Stock in   any Subsidiary of Holdings or any division, product line or facility used for   operations of any Parent Guarantor, the Borrower or any of their Subsidiaries   shall be excluded and (B) in the case of a Permitted Acquisition or permitted   Investment described in the definition of “Specified Transaction” shall be   included, (ii) any retirement of Indebtedness constituting a Specified   Transaction or in connection therewith and (iii) any Indebtedness incurred or   assumed by the Parent Guarantors, the Borrower or any of its Restricted   Subsidiaries in connection therewith (including Indebtedness of Restricted   Subsidiaries constituting a Specified Transaction or acquired in connection   with a Specified Transaction that is not retired) and the use of cash or cash   equivalents with respect to such Specified Transaction; provided that   compliance with Section 10.9 shall be determined without duplication of   adjustments made pursuant to the definitions of “Consolidated EBITDA” or “Pro   Forma Adjustment”. 


    




 










   “Pro Forma Disposed Entity” shall have the   meaning provided in the definition of “Disposed EBITDA”. “Pro Forma Financial   Statements” shall mean the unaudited pro forma balance sheet of the Borrower   and its consolidated Subsidiaries (including, for such purposes, the Company   and its Subsidiaries on a pro forma basis) at March 31, 2012, and the related   unaudited pro forma consolidated statement of income of the Borrower and its   consolidated Subsidiaries (including, for such purposes, the Company and its   Subsidiaries on a pro forma basis) for the twelve months ended March 31,   2012, in each case prepared giving effect to the Transactions as if they had   occurred, with respect to such balance sheet, on such date, and with respect to   such statement of income, on the first day of such twelve-month period.   “Public Lender” shall have the meaning provided in Section 13.2(c).   “Purchase” shall have the meaning assigned to such term in the definition of   “Dutch Auction”. “Purchase Notice” shall have the meaning assigned to such   term in the definition of “Dutch Auction”. “Purchaser” shall have the meaning   assigned to such term in the definition of “Dutch Auction”.  “Purchasing Borrower Party” shall mean any   Parent Guarantor, the Borrower or any Restricted Subsidiary. “Qualified   Capital Stock” of any Person shall mean any Capital Stock of such Person that   is not Disqualified Stock. “Qualified Counterparty” shall mean, with respect   to any Specified Hedge Agreement, any counterparty thereto that at the time   such Specified Hedge Agreement was entered into, or as of the Closing Date,   was a Lender or an Agent or an Affiliate of a Lender or an Agent; provided   that such Person executes and delivers to Administrative Agent a letter   agreement in form and substance reasonably acceptable to Administrative Agent   pursuant to which such person (a) appoints the Administrative Agent as its   agent under the applicable Credit Documents and (b) agrees to be bound by the   provisions of Section 12.3. “Qualified IPO” shall mean an underwritten public   offering of the common Capital Stock of Parent, Holdings or the Borrower or   any other parent entity of Borrower (other than a public offering pursuant to   a registration statement on Form S-8) pursuant to an effective registration   statement filed with the SEC in accordance with the Securities Act of 1933,   as amended from time to time (whether alone or in connection with a secondary   public offering), which generates gross proceeds of at least $100,000,000.   “Qualified PIK Securities” shall mean (1) any preferred Capital Stock of any   Person (a) that does not provide for any cash dividend payments or other   cash distributions in respect thereof on or prior to the 180th day after the   Latest Maturity Date and (b) that by its terms (or by the terms of any   security into which it is convertible or for which it is exchangeable or   exercisable) or upon the happening of any event does not (i)(x) mature   or become mandatorily redeemable pursuant to a sinking fund  


    




 










 obligation or otherwise, (y) become   convertible or exchangeable at the option of the holder thereof for   Indebtedness or preferred stock that is not Qualified PIK Securities or   (z) become redeemable at the option of the holder thereof (other than as   a result of a change of control event), in whole or in part, in each case on   or prior to the 180th day after the Latest Maturity Date at the time of   issuance of such Capital Stock and (ii) provide holders thereunder with   any rights upon the occurrence of a “change of control” event prior to the   repayment of the Obligations under the Credit Documents and (2) any   Indebtedness of any Person which has payment terms at least as favorable to   such Person and Lenders as described in clauses (1)(a) and (b) above and is   subordinated on customary terms and conditions (including remedy standstills   at all times prior to the 180th day after the Latest Maturity Date) and has   other terms reasonably satisfactory to the Administrative Agent. “Qualifying   Bids” shall have the meaning assigned to such term in the definition of   “Dutch Auction”. “Qualifying Lenders” shall have the meaning assigned to such   term in the definition of “Dutch Auction”. “Qualifying Loans” shall have the   meaning assigned to such term in the definition of “Dutch Auction”. “Real   Estate” shall have the meaning provided in Section 9.1(f). “Recipient”   shall mean (a) the Administrative Agent, (b) any Lender and (c) any Letter of   Credit Issuer, as applicable. “Refinance” or “Refinanced” shall have the   meaning provided in the definition of “Permitted Refinancing Indebtedness”.   “Refinanced Debt” shall have the meaning provided in the definition of the   term “Credit Agreement Refinancing Indebtedness”. “Refinancing” shall have   the meaning provided in the definition of “Permitted Refinancing   Indebtedness”. “Refinancing Amendment” shall mean an amendment to this   Agreement executed by each of (a) the Borrower, (b) the Administrative Agent   and (c) each Additional Lender and Lender that agrees to provide any portion   of the Credit Agreement Refinancing Indebtedness being incurred pursuant   thereto, in accordance with Section 2.19. “Refinancing Revolving Credit   Loans” shall mean the Revolving Credit Loans made pursuant to any Refinancing   Revolving Credit Commitment “Refinancing Revolving Credit Commitments” shall   mean one or more revolving credit commitments hereunder that result from a   Refinancing Amendment. “Refinancing Term B Loans” shall mean the additional   term loans made in the form of Refinancing Term Loans pursuant to the Sixth   Amendment and Section 2.19 to refinance the Existing Term B Loans. 


    




 










  “Refinancing Term Loans” shall mean one or   more Term Loans made pursuant to any Refinancing Amendment. “Refinancing Term   Loan Commitments” shall mean one or more term loan commitments hereunder that   result from a Refinancing Amendment. “Refinancing Transactions” shall mean   the payment in full of all amounts due or outstanding under the Existing   Credit Facilities, the termination of all commitments thereunder and the release   and discharge of all guarantees thereof and security therefor. “Register”   shall have the meaning provided in Section 13.6(b)(iv). “Registered   Equivalent Notes” shall mean, with respect to any notes originally issued in   a Rule 144A or other private placement transaction under the Securities Act   of 1933, substantially identical notes (having the same Guarantees) issued in   a dollar-for-dollar exchange therefor pursuant to an exchange offer   registered with the SEC. “Regulation D” shall mean Regulation D of   the Board as from time to time in effect and any successor to all or a   portion thereof establishing reserve requirements. “Regulation T” shall   mean Regulation T of the Board as from time to time in effect and any   successor to all or a portion thereof establishing margin requirements.   “Regulation U” shall mean Regulation U of the Board as from time to time   in effect and any successor to all or a portion thereof establishing margin   requirements. “Regulation X” shall mean Regulation X of the Board   as from time to time in effect and any successor to all or a portion thereof   establishing margin requirements. “Reinvestment Period” shall mean the   earlier of (x) 10 Business Days prior to the occurrence of an obligation   to make an offer to repurchase or to repay or redeem any Senior Unsecured   Notes, Senior Subordinated Notes, Permitted Additional Junior Debt, Permitted   First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt,   Permitted Secured Acquisition Debt or Permitted Unsecured Refinancing Debt pursuant   to the asset sale or event of loss provisions applicable to such Indebtedness   and (y) twelve months following the date of the applicable Asset Sale   Prepayment Event or Casualty Event. “Related Parties” shall mean, with   respect to any specified Person, such Person’s Affiliates and the partners,   directors, officers, employees, agents, trustees, administrators, managers,   advisors and representatives of such Person and of such Person’s Affiliates.   “Reply Amount” shall have the meaning assigned to such term in the definition   of “Dutch Auction”. “Reportable Event” shall mean an event described in   Section 4043 of ERISA and the regulations thereunder (other than an event for   which the 30-day notice requirement is waived). “Required Lenders” shall   mean, at any time, Lenders having Total Credit Exposures representing more   than 50% of the Total Credit Exposures of all Lenders. The Total Credit   Exposure of any Defaulting Lender shall be disregarded in determining   Required Lenders at any time. 


    




 










  “Required Reimbursement Date” shall have   the meaning provided in Section 3.4(a). “Required Revolving Credit Lenders”   shall mean, at any time, Revolving Credit Lenders having Revolving Credit   Exposures representing more than 50% of the aggregate Revolving Credit   Exposures of all Revolving Credit Lenders. The Revolving Credit Exposure of   any Defaulting Lender shall be disregarded in determining Required Revolving   Credit Lenders at any time. “Required Term Loan Lenders” shall mean, at any   time, Term Loan Lenders having outstanding Term Loans representing more than   50% of the aggregate outstanding Term Loans of all Term Loan Lenders. The   outstanding Term Loans held by any Defaulting Lender shall be disregarded in   determining Required Term Loan Lenders at any time. “Requirement of Law”   shall mean, as to any Person, the certificate of incorporation and by-laws or   other organizational or governing documents of such Person, and any law,   treaty, rule or regulation or determination of an arbitrator or a court or other   Governmental Authority, in each case applicable to or binding upon such   Person or any of its property or assets or to which such Person or any of its   property or assets is subject. “Restricted Foreign Subsidiary” shall mean a   Foreign Subsidiary that is a Restricted Subsidiary. “Restricted Subsidiary”   shall mean any Subsidiary of the Borrower other than an Unrestricted   Subsidiary. “Return Bid” shall have the meaning assigned to such term in the   definition of “Dutch Auction”. “Revolver Agent”   means, JPMorgan Chase Bank, N.A., in its capacity as sub-administrative agent   for the Revolving Credit Facility (or its successors and assigns in such   capacity). “Revolving Credit Commitment” shall mean, as to any Lender,   the obligation of such Lender, if any, to make Revolving Credit Loans and   participate in Letters of Credit in an aggregate amount (as of the FourthSeventh Amendment   Effective Date) not to exceed the amount set forth opposite such Lender’s   name on Part I-A or Part I-BI of Schedule 1.1(b) as such Lender’s “Non-Extended Revolving Credit Commitment” or “Fourth Amendment Extended Revolving Credit   Commitment”, respectively, or in the Assignment and Acceptance pursuant   to which such Lender assumed a portion of the Total Revolving Credit   Commitment (or, subject to the following sentence, in the Incremental   Amendment, Refinancing Amendment or Loan Modification Agreement to which such   Lender is a party), in each case as the same may be changed from time to time   pursuant to terms hereof. Unless the context shall otherwise require, the   term “Revolving Credit Commitments” shall include all Classes of Revolving   Credit Commitments. The Total Revolving Credit Commitment as of the Closing   Date is $200,000,000. All of the Original Revolving Credit Commitments were   Refinanced in connection with the First Amendment, and as of and after the   First Amendment Effective Date, the aggregate amount of Original Revolving   Credit Commitments is $0. The Total Revolving Credit Commitment as of the   Second Amendment Effective Date is $200,000,000; the Total Revolving Credit   Commitment as of the Third Amendment Effective Date is $200,000,000; and the   Total Revolving Credit Commitment as of the Fourth Amendment Effective Date   is $200,000,000. All of the Fourth Amendment Extended Revolving Credit   Commitments and Non-Extended Revolving Credit Commitments were refinanced in   connection with the Seventh Amendment, and as of and after the Seventh   Amendment Effective Date, the aggregate 


    




 










  amount of each of the Fourth Amendment Extended   Revolving Credit Commitments and the Non-Extended Revolving Credit   Commitments is $0. The Total Revolving Credit Commitment as of the Seventh   Amendment Effective Date is $200,000,000. “Revolving Credit Commitment   Increase” shall have the meaning provided in Section 2.17(a). “Revolving   Credit Commitment Increase Lender” shall have the meaning provided in Section   2.17(f). “Revolving Credit Commitment Percentage” shall mean at any time, for   each Lender, the percentage obtained by dividing (a) such Lender’s Revolving   Credit Commitment by (b) the Total Revolving Credit Commitment; provided that   at any time when the Total Revolving Credit Commitment shall have been   terminated, each Lender’s Revolving Credit Commitment Percentage shall be its   Revolving Credit Commitment Percentage as in effect immediately prior to such   termination. With respect to any Class of Revolving Credit Lenders,   “Revolving Credit Commitment Percentage” shall mean at any time, for each   Lender under such Class, the percentage obtained by dividing (i) such   Lender’s Revolving Credit Commitment under such Class by (ii) the aggregate   amount of the Revolving Credit Commitments under such Class; provided that at   any time when all of the Revolving Credit Commitments under such Class shall   have been terminated, each Lender’s Revolving Credit Commitment Percentage   for such Class shall be its Revolving Credit Commitment Percentage for such   Class as in effect immediately prior to such termination. “Revolving Credit   Exposure” shall mean, with respect to any Revolving Credit Lender at any   time, the sum of (without duplication): (a) the aggregate principal   amount of the Revolving Credit Loans of such Lender then outstanding and (b)   such Lender’s Letter of Credit Exposure at such time. With respect to any   Class of Revolving Credit Lenders, “Revolving Credit Exposure” shall mean at   any time, for each Lender under such Class, the sum of (without duplication):   (i) the aggregate principal amount of such Lender’s Revolving Credit   Loans under such Class then outstanding and (ii) such Lender’s Letter of   Credit Exposure under such Class at such time. “Revolving Credit Facility”   shall mean the credit facility comprising the Revolving Credit Commitments   and the Revolving Credit Loans. “Revolving Credit Lender” shall mean, at any   time, any Lender that has a Revolving Credit Commitment or Revolving Credit   Loan at such time. “Revolving Credit Loans” shall mean (i) revolving loans   made pursuant to Section 2.01(a), as the same may be amended pursuant to   Section 2.18, (ii) Incremental Revolving Credit Loans made pursuant to   Section 2.17 and (iii) Refinanced Revolving Credit Loans made pursuant to   Section 2.19. Unless the context shall otherwise require, the term “Revolving   Credit Loans” shall include all Classes of Revolving Credit Loans. All   Revolving Credit Loans shall be denominated in Dollars. “Revolving Credit   Maturity Date” shall mean the earliest of (i) July 1May 31, 20202022, (ii) the Revolving Credit Springing Maturity   Date and (iii) the Term B Loan Maturity Date. “Revolving Credit Springing   Maturity Date” means January 1, 2019; provided, however, that the Revolving   Credit Springing Maturity Date shall not occur if (i) no Existing Term B   Loans are outstanding on such day, and (ii) no Indebtedness is outstanding on   such day that was issued or incurred to Refinance all or any portion of the   Existing Term B Loans and that requires amortization, prepayment 


    




 









 



or redemption   (excluding customary amortization, prepayment and redemption provisions for   loans of the same type as the Existing Term B Loans), or has a maturity   (regardless of whether such maturity is contingent on any failure to repay or   refinance other Indebtedness), in any such case, prior to the date that is 91   days after July 1, 2020. “S&P” shall mean Standard & Poor’s Ratings   Services or any successor by merger or consolidation to its business. “Sale   Leaseback” shall mean any transaction or series of related transactions   pursuant to which the Borrower or any of the Restricted Subsidiaries (a)   sells, transfers or otherwise disposes of any property, real or personal,   whether now owned or hereafter acquired, and (b) as part of such transaction,   thereafter rents or leases such property or other property that it intends to   use for substantially the same purpose or purposes as the property being   sold, transferred or disposed. “SEC” shall mean the Securities and Exchange   Commission or any successor thereto. “Second Amendment” means that certain   Second Amendment to Credit Agreement, dated as of November 27, 2013 by and   among the Borrower, the Parent Guarantors, the Subsidiary Guarantors,   Administrative Agent and certain Lenders and the Administrative Agent.   “Second Amendment Lead Arranger” shall mean J.P. Morgan Securities LLC, as   lead arranger and lead bookrunner under the Second Amendment. “Second   Amendment Effective Date” has the meaning set forth in Section 5 of the   Second Amendment. “Second Lien Intercreditor Agreement” shall mean a second   lien intercreditor agreement to which the Administrative Agent and the   applicable Senior Representative(s) are a party, in substantially the form of   Exhibit H-2 hereto or otherwise reasonably satisfactory to the Administrative   Agent and the Borrower. “Section 9.1 Financials” shall mean the financial   statements delivered, or required to be delivered, pursuant to Section 9.1(a)   or (b), together with the accompanying officer’s certificate delivered, or   required to be delivered, pursuant to Section 9.1(d). “Secured Parties” shall   mean (i) the Lenders, (ii) the Letter of Credit Issuer, (iii) the   Administrative Agent, (iv) the other Agents, (v) each Qualified Counterparty,   (vii) each Cash Management Bank, (viii) the beneficiaries of each   indemnification obligation undertaken by any Credit Party under any Credit   Document and (vii) any successors, indorsees, transferees and assigns of each   of the foregoing. “Security Agreement” shall mean the Security Agreement   entered into by the Borrower, each Guarantor and the Administrative Agent,   for the ratable benefit of the Secured Parties, substantially in the form of   Exhibit C-1, as the same may be amended, restated, amended and restated,   supplemented or otherwise modified from time to time. “Security Documents”   shall mean, collectively, (a) the Guarantee Agreement, (b) the Security   Agreement, (c) the Pledge Agreement, (d) the Mortgages, (e) any Intercreditor   Agreement and (f) each other security agreement or other instrument or document   executed and delivered pursuant to Section 9.11 or 9.12 or pursuant to any of   the Security Documents to secure any of the Obligations.


    




 










“Senior   Representative” shall mean with respect to any series of Permitted First   Priority Refinancing Debt, Permitted Second Priority Refinancing Debt,   Permitted Secured Acquisition Debt or Permitted Additional Junior Debt, the   trustee, administrative agent, collateral agent, security agent or similar   agent under the indenture or agreement pursuant to which such Indebtedness is   issued, incurred or otherwise obtained, as the case may be, and each of their   successors in such capacities. “Senior Secured Debt” shall mean, as of any   date of determination, the aggregate amount of Consolidated Net Debt outstanding   at such date that consists of Indebtedness that is then secured by Liens on   property or assets of any Credit Party or Restricted Subsidiary. “Senior   Secured Leverage Ratio” shall mean, as of any date of determination, the   ratio of (a) Senior Secured Debt outstanding at such date to (b) Consolidated   EBITDA for (i) in the case of any circumstance in which the date of   determination is a Calculation Date, the Test Period ended on such   Calculation Date and (ii) in the case of any circumstance in which the date   of determination is not required to be a Calculation Date, the Test Period   most recently ended for which Section 9.1 Financials have been delivered.   “Senior Subordinated Notes” shall mean the Borrower’s and WideOpenWest   Capital Corp.’s 13.375% Senior Subordinated Notes due 2019, issued on the   Closing Date pursuant to the Senior Subordinated Notes Indenture and any   notes issued by the Borrower in exchange for, and as contemplated by, the   Senior Subordinated Notes Indenture and the related registration rights   agreement entered into on the Closing Date with substantially identical terms   as the Senior Subordinated Notes. “Senior Subordinated Notes Indenture” shall   mean the Indenture, dated as of July 17, 2012, under which the Senior   Subordinated Notes were issued, among the Borrower and the Restricted   Subsidiaries party thereto and the trustee named therein from time to time,   as in effect on the Closing Date and as amended, restated, supplemented or   otherwise modified from time to time in accordance with the requirements   thereof and of this Agreement. “Senior Unsecured Notes” shall mean the   Borrower’s and WideOpenWest Capital Corp.’s 10.25% Senior Notes due 2019,   issued on the Closing Date pursuant to the Senior Unsecured Notes Indenture   and any notes issued by the Borrower in exchange for, and as contemplated by,   the Senior Unsecured Notes Indenture and the related registration rights   agreement entered into on the Closing Date with substantially identical terms   as the Senior Unsecured Notes. “Senior Unsecured Notes Indenture” shall mean   the Indenture, dated as of July 17, 2012, under which the Senior Unsecured   Notes were issued, among the Borrower and the Restricted Subsidiaries party   thereto and the trustee named therein from time to time, as in effect on the   Closing Date and as amended, restated, supplemented or otherwise modified   from time to time in accordance with the requirements thereof and of this   Agreement. “Seventh Amendment” means that certain   Seventh Amendment to Credit Agreement, dated as of the Seventh Amendment   Effective Date, by and among the Borrower, the Parent Guarantors, the   Subsidiary Guarantors, the Lenders and Additional Lenders party thereto (such   Lenders and Additional Lenders, collectively, the “Seventh Amendment   Revolving Credit Lenders”), the Letter of Credit Issuers party thereto, the   Revolver Agent and the Administrative Agent. “Seventh Amendment Effective   Date” means May 31, 2017.


    




 










“Seventh Amendment Agents” means, collectively, the Revolver   Agent, the Seventh Amendment Lead Arrangers, the Seventh Amendment Joint   Bookrunners, the Seventh Amendment Co-Syndication Agents and the Seventh   Amendment Documentation Agent. “Seventh   Amendment Co-Syndication Agents” means, collectively, Credit Suisse   Securities (USA) LLC, Morgan Stanley Senior Funding Inc., UBS Securities LLC,   RBC Capital Markets, SunTrust Bank, and Macquarie Capital (USA), Inc., in   each case, as a co-syndication agent for the Seventh Amendment. “Seventh Amendment Documentation Agent” means Raymond James Bank,   N.A., as documentation agent for the Seventh Amendment. “Seventh Amendment Joint Bookrunners” means, collectively,   JPMorgan Chase Bank, N.A., Credit Suisse Securities (USA) LLC, Morgan Stanley   Senior Funding Inc., UBS Securities LLC, RBC Capital Markets, SunTrust   Robinson Humphrey, Inc., and Macquarie Capital (USA), Inc., in each case, as   a joint bookrunner for the Seventh Amendment. “Seventh Amendment Lead Arrangers” means, collectively, JPMorgan   Chase Bank, N.A., Credit Suisse Securities (USA) LLC, Morgan Stanley Senior   Funding Inc. and UBS Securities LLC, in each case, as a joint lead arranger   for the Seventh Amendment.” “Seventh   Amendment Revolving Credit Lenders” shall have the meaning provided in the   definition of “Seventh Amendment”. “Sixth Amendment” shall mean that certain Sixth Amendment to   Credit Agreement, dated as of August 19, 2016 by and among the Borrower, the   Parent Guarantors, the Subsidiary Guarantors, certain Lenders and the   Administrative Agent. “Sixth Amendment Effective Date” shall mean August 19,   2016. “Sixth Amendment Lead Arrangers” shall mean Morgan Stanley Senior   Funding, Inc. and Credit Suisse Securities (USA), LLC, as joint lead   arrangers and joint lead bookrunners under the Sixth Amendment. “Sold Entity   or Business” shall have the meaning provided in the definition of the term   “Consolidated EBITDA”. “Solvent” shall mean, with respect to any Person, that   as of the Closing Date, (i) the sum of the liabilities (including contingent   liabilities) of such Person and its Subsidiaries, taken as a whole, does not   exceed the present fair saleable value or the fair value, in each case on a   going concern basis, of the assets of such Person and its Subsidiaries, taken   as a whole; (ii) the present fair saleable value of the assets of such Person   and its Subsidiaries, taken as a whole, is greater than the total amount that   will be required to pay the probable liabilities (including contingent   liabilities) of such Person and its Subsidiaries as they become absolute and   matured; (iii) the capital of such Person and its Subsidiaries, taken as a   whole, is not unreasonably small in relation to the business of such Person   or its Subsidiaries, taken as a whole, contemplated as of the Closing Date;   (iv) such Person and its Subsidiaries, taken as a whole, have not incurred   and do not intend to incur, or believe that they will incur, debts including   contingent obligations beyond their ability to pay such debt as they mature   in the ordinary course of business; and (v) such Person and its Subsidiaries,   on a consolidated basis, are “solvent” within the


    




 










meaning given   to that term and similar terms under applicable laws relating to fraudulent   transfers and conveyances. For purposes of this definition, the amount of any   contingent liability at any time shall be computed as the amount that, in   light of all of the facts and circumstances existing at such time, represents   the amount that can reasonably be expected to become an actual or matured   liability (irrespective of whether such contingent liabilities meet the   criteria for accrual under Statement of Financial Accounting Standard No. 5).   “South Dakota Sale” shall mean the sale of certain assets of the Borrower and   its Subsidiaries to Clarity Telecom, LLC pursuant to that certain asset purchase   agreement, dated June 12, 2014, by and among Kite Parent Corp., Knology of   South Dakota, Inc., Knology Community Telephone, Inc., Knology of the Plains,   Inc., Black Hills Fiber Systems, Inc., Knology of the Black Hills, LLC,   Knology Condominium Association, Inc. and Clarity Telecom, LLC. “Specified   Collateral” shall have the meaning provided in Section 6.2(a). “Specified   Hedge Agreement” shall mean any Hedge Agreement permitted under Section 10   that is (i) entered into by any Credit Party and any Person who was a   Qualified Counterparty as of the date such Hedge Agreement was entered into   or (ii) subject in whole or part to a master swap agreement referenced on   Schedule 1.1(d). “Specified Transaction” shall mean, with respect to any   determination made on a Pro Forma Basis, any Permitted Acquisition or other   purchase of an Acquired Entity or Business or disposition of a Sold Entity or   Business, any incurrence or repayment of Indebtedness, any dividend, any   designation or redesignation of a Subsidiary as a Restricted Subsidiary or an   Unrestricted Subsidiary, any asset classified as discontinued operations by   the Borrower or any Restricted Subsidiary and any Incremental Commitments   (including, without duplication any related Loans) occurring after the most   recent Calculation Date for which Section 9.1 Financials covering the fiscal   quarter ended on such Calculation Date have been delivered and on or prior to   the relevant date of determination. “Sponsor” shall mean any of Avista   Capital Partners, LP and Crestview Partners, LP and their respective Control   Investment Affiliates, but not including, however, any portfolio companies of   any of the foregoing. “Stated Amount” of any Letter of Credit shall mean the   maximum amount from time to time available to be drawn thereunder, determined   without regard to whether any conditions to drawing could then be met.   “Statutory Reserve Rate” shall mean a fraction (expressed as a decimal), the   numerator of which is the number one and the denominator of which is the   number one minus the aggregate of the maximum reserve percentages (including   any marginal, special, emergency or supplemental reserves) expressed as a   decimal established by the Board and any other banking authority, domestic or   foreign, to which the Administrative Agent or any Lender (including any   branch, Affiliate or other fronting office making or holding a Loan) is   subject for Eurocurrency Liabilities (as defined in Regulation D of the   Board). LIBOR Loans shall be deemed to constitute Eurocurrency Liabilities   (as defined in Regulation D of the Board) and to be subject to such reserve   requirements without benefit of or credit for proration, exemptions or   offsets that may be available from time to time to the Administrative Agent   or any Lender under such Regulation D. Statutory Reserves shall be adjusted   automatically on and as of the effective date of any change in any reserve   percentage.


    




 










“Subordinated   Debt” shall mean Indebtedness of the Borrower or any Guarantor that is by its   terms subordinated in right of payment to the Obligations of the Borrower and   such Guarantor, as applicable, under the Credit Documents or other agreement,   and including without limitation, the Senior Subordinated Notes and other   Indebtedness subject to the subordination provisions of the Senior   Subordinated Notes Indenture. “Subsidiary” of any Person shall mean and   include (a) any corporation more than 50% of whose stock of any class or   classes having by the terms thereof ordinary voting power to elect a majority   of the directors of such corporation (irrespective of whether or not at the   time stock of any class or classes of such corporation shall have or might   have voting power by reason of the happening of any contingency) is at the   time owned by such Person directly or indirectly through Subsidiaries and (b)   any limited liability company, partnership, association, joint venture or   other entity in which such Person directly or indirectly through Subsidiaries   has more than a 50% equity interest at the time. Unless otherwise expressly   provided, all references herein to a “Subsidiary” shall mean a Subsidiary of   the Borrower. “Subsidiary Guarantors” shall mean (a) each Domestic Subsidiary   on the Closing Date and (b) each Domestic Subsidiary that becomes a party to   the Guarantee Agreement after the Closing Date pursuant to Section 9.11 or   otherwise. “Swap Obligation” means, with respect to any Guarantor, any   obligation to pay or perform under any agreement, contract or transaction   that constitutes a "swap" within the meaning of Section 1a(47) of   the Commodity Exchange Act. “Tax Distributions” shall have the meaning   provided in Section 10.6(e). “Taxes” shall mean any and all present or future   taxes, duties, levies, imposts, assessments, deductions, withholdings   (including backup withholding) or other similar charges imposed by any   Governmental Authority whether computed on a separate, consolidated, unitary,   combined or other basis and any and all liabilities (including interest,   fines, penalties or additions to tax) with respect to the foregoing. “Term   Facility” shall mean the credit facility comprising any Class of the Term   Loan Commitments and any Class of the Term Loans. “Term Loan” shall mean (i)   term loans made pursuant to Section 2.1(a), (ii) Incremental Term Loans made   pursuant to Section 2.17, (iii) Refinancing Term Loans made pursuant to   Section 2.19, (iv) Refinancing Term B Loans and (v) New Term B Loans, in each   case, as the same may be amended pursuant to Section 2.18. Unless the context   shall otherwise require, the term “Term Loans” shall include all Classes of   Term Loans. All Term Loans shall be denominated in Dollars and treated as a   single Class. “Term B Loan” shall mean, from and after the making of   Refinancing Term Loans and New Term Loans on the Sixth Amendment Effective   Date, (a) Refinancing Term B Loans and (b) New Term B Loans . All Term B   Loans shall be denominated in Dollars. “Term B Loan Commitment” shall mean,   as to any Lender, the obligation of such Lender, if any, to make a Term B   Loan to the Borrower in an amount (as of the Sixth Amendment Effective Date)   not to exceed the amount set forth opposite such Lender’s name on Part II-A   of Schedule 1.1(b) or in the Assignment and Acceptance pursuant to which such   Lender assumed a portion of the


    




 










aggregate Term   B Loan Commitment, in each case as the same may be changed from time to time   pursuant to the terms hereof. The aggregate amount of the Term B Loan   Commitments as of the First Amendment Effective Date is $1,560,400,000. The   aggregate amount of the Term B Loan Commitments as of the Third Amendment   Effective Date is $1,411,430,013.12. The only Term B Loan Commitments as of   the Fifth Amendment Effective Date are the New Term B Loan Commitments in   effect on the Fifth Amendment Effective Date. The aggregate amount of the   Term B Loan Commitments as of the Sixth Amendment Effective Date is   $1,826,000,000.00. “Term B Loan Maturity Date” shall mean August 19, 2023;   provided that, the “Term B Loan Maturity Date” shall be (a) April 15, 2019,   if (i) any of the Senior Unsecured Notes are outstanding on April 15, 2019 or   (ii) any Indebtedness (other than Indebtedness incurred under this Agreement)   is outstanding on April 15, 2019, the proceeds of which were used to   refinance any portion of the Senior Unsecured Notes and which has a Weighted   Average Life to Maturity shorter than the Term B Loans in effect on the Sixth   Amendment Effective Date (after giving effect to the Loans made on such Date)   or has a final maturity prior to the date that is 91 days after August 19,   2023, or (b) July 15, 2019, if (i) any of the Senior Subordinated Notes are   outstanding on July 15, 2019 or (ii) any Indebtedness (other than   Indebtedness incurred under this Agreement) is outstanding on July 15, 2019,   the proceeds of which were used to refinance any portion of the Senior   Subordinated Notes and which has a Weighted Average Life to Maturity shorter   than the Term B Loans in effect on the Sixth Amendment Effective Date (after   giving effect to the Loans made on such Date) or has a final maturity prior   to the date that is 91 days after August 19, 2023; provided that if any such   applicable date is not a Business Day, the preceding Business Day shall be   the “Term B Loan Maturity Date”. “Term B-1 Loan” has the meaning given to   such term in the Third Amendment. “Term Loan Commitment” shall mean, as to   any Lender, the obligation of such Lender, if any, to make a Term Loan to the   Borrower in an amount not to exceed the amount of such Lender’s commitment as   set forth in the applicable documentation evidencing such Term Loan   Commitment (including in the Assignment and Acceptance pursuant to which such   Lender assumed a portion of the aggregate Term Loan Commitment (or, subject   to the following sentence, in the Incremental Amendment, Refinancing Amendment   or Loan Modification Agreement to which such Lender is a party)), in each   case as the same may be changed from time to time pursuant to the terms   hereof. Unless the context shall otherwise require, the term “Term   Commitments” shall include all Classes of Term Loan Commitments. The   aggregate amount of the Term Loan Commitments as of the Third Amendment   Effective Date is $1,826,000,000.00. The only Term B Loan Commitments as of   the Fifth Amendment Effective Date are the New Term B Loan Commitments in effect   on the Fifth Amendment Effective Date. The aggregate amount of the Term Loan   Commitments as of the Sixth Amendment Effective Date is $2,065,000,000.00.   “Term Loan Lender” shall mean a Lender with a Term Loan Commitment or an   outstanding Term Loan. “Term Loan Purchase Amount” shall have the meaning   assigned to such term in the definition of “Dutch Auction”. “Term Loan   Repayment Amount” shall have the meaning provided in Section 2.5(b). “Test   Period” shall mean, for any determination under this Agreement, the four   consecutive fiscal quarters of the Borrower then last ended.


    




 










“Third   Amendment” means that certain Third Amendment to Credit Agreement, dated as   of May 21, 2015, by and among the Borrower, the Parent Guarantors, the   Subsidiary Guarantors, certain Lenders and the Administrative Agent. “Third   Amendment Lead Arranger” shall mean Credit Suisse Securities (USA) LLC as   lead arranger and lead bookrunner under the Third Amendment. “Third Amendment   Effective Date” has the meaning set forth in Section 5 of the Third   Amendment. “Third Amendment Prepayment” shall mean a prepayment of $150   million applied on a pro rata basis to the Term B-1 Loans and Term B Loans   and made on the Third Amendment Effective Date immediately prior to the making   of the Refinancing Term Loan. “Total Credit Exposure” shall mean, as to any   Lender at any time, the unused Commitments, Revolving Credit Exposure and   outstanding Term Loans of such Lender at such time . “Total Leverage Ratio”   shall mean, as of any date of determination, the ratio of (a) Consolidated   Net Debt outstanding at such date to (b) Consolidated EBITDA for the Test   Period most recently ended for which Section 9.1 Financials have been   delivered. “Total Revolving Credit Commitment” shall mean the sum of the   Revolving Credit Commitments of all the Lenders. “Total Term Loan Commitment”   shall mean the sum of the Term Loan Commitments of all the Lenders.   “Transaction Expenses” shall mean any fees or expenses incurred or paid by   Holdings or any of its Subsidiaries in connection with the Transactions, this   Agreement and the other Credit Documents and the transactions contemplated   hereby and thereby. “Transactions” shall mean, collectively, the transactions   contemplated by this Agreement, including the Refinancing Transactions and   the Acquisition. “Transferee” shall have the meaning provided in Section   13.6(f). “Type” shall mean (a) as to any Term Loan, its nature as an ABR Loan   or a LIBOR Term Loan and (b) as to any Revolving Credit Loan, its nature as   an ABR Loan or a LIBOR Revolving Credit Loan. “Uniform Customs” shall have   the meaning provided in Section 13.12. “Unfunded Advances/Participations”   means (a) with respect to the Administrative Agent, the aggregate amount, if   any, (i) made available to the Borrower on the assumption that each Lender   has made its pro rata share of the applicable Borrowing available to the   Administrative Agent as contemplated by Section 2.4(b) and (ii) with respect   to which a corresponding amount shall not in fact have been made available to   the Administrative Agent by any such Lender and (b) with respect to the   Letter of Credit Issuer, the aggregate amount, if any, of unreimbursed   payments under any Letter of Credit made by the Letter of Credit Issuer that   shall not have been reimbursed by the Borrower pursuant


    




 










to Section   3.4(a), or repaid for the account of the Letter of Credit Issuer by the L/C   Participants pursuant to Section 3.3(d). “Unfunded Current Liability” of any   Plan shall mean the amount, if any, by which the present value of the accrued   benefits under the Plan as of the close of its most recent plan year,   determined in accordance with Statement of Financial Accounting Standards No.   87 as in effect on the date hereof, based upon the actuarial assumptions that   would be used by the Plan’s actuary in a termination of the Plan, exceeds the   fair market value of the assets allocable thereto. “Uniform Commercial Code”   shall mean the Uniform Commercial Code (or any successor statute) as adopted   and in force in the State of New York or, when the laws of any other   jurisdiction govern the method or manner of the perfection or enforcement of   any security interest in any of the Collateral, the Uniform Commercial Code   (or any successor statute) of such jurisdiction. “Unpaid Drawing” shall have   the meaning provided in Section 3.4(a). “Unrestricted Subsidiary” shall mean   any Restricted Subsidiary of the Borrower designated by the Borrower as an   Unrestricted Subsidiary pursuant to Section 9.19. “U.S. Person” shall mean any   Person that is a “United States Person” as defined in Section 7701(a)(30) of   the Code. “U.S. Tax Compliance Certificate” shall have the meaning provided   in Section 5.4(d)(ii). “Voting Stock” shall mean, with respect to any Person,   shares of such Person’s Capital Stock having the right to vote for the   election of directors of such Person under ordinary circumstances. “Weighted   Average Life to Maturity” shall mean, when applied to any Indebtedness at any   date of determination, the number of years obtained by dividing: (a) the sum   of the products obtained by multiplying (i) the amount of each then remaining   installment, sinking fund, serial maturity or other required payments of   principal, including payment at final maturity, in respect thereof, by (ii)   the number of years (calculated to the nearest one-twelfth) that will elapse   between such date and the making of such payment; by (b) the then outstanding   principal amount of such Indebtedness. “Withholding Agent” shall mean any   Credit Party and the Administrative Agent. “WOW Knology Parent” shall have   the meaning provided in the preamble to this Agreement. “Write-Down and   Conversion Powers” means, with respect to any EEA Resolution Authority, the   write-down and conversion powers of such EEA Resolution Authority from time   to time under the Bail-In Legislation for the applicable EEA Member Country,   which write-down and conversion powers are described in the EU Bail-In   Legislation Schedule. “Yield Differential” shall have the meaning provided in   Section 2.17(c). (b) The definitions of terms herein shall apply equally to   the singular and plural forms of the terms defined. Whenever the context may   require, any pronoun shall include the corresponding masculine, feminine and   neuter forms. The words “include,” “includes” and “including” shall be deemed   to be followed by the phrase “without limitation.” The word “will” shall be   construed to


    




 










have the same   meaning and effect as the word “shall.” Unless the context requires otherwise   (a) any definition of or reference to any agreement, instrument or other   document herein shall be construed as referring to such agreement, instrument   or other document as from time to time amended, supplemented or otherwise   modified (subject to any restrictions on such amendments, supplements or   modifications set forth herein), (b) any reference herein to any Person shall   be construed to include such Person’s successors and assigns, (c) the words   “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed   to refer to this Agreement in its entirety and not to any particular   provision hereof, (d) all references herein to Articles, Sections, Exhibits   and Schedules shall be construed to refer to Articles and Sections of, and   Exhibits and Schedules to, this Agreement, (e) any reference to any law or   regulation herein shall, unless otherwise specified, refer to such law or   regulation as amended, modified or supplemented from time to time, and (f)   the words “asset” and “property” shall be construed to have the same meaning   and effect and to refer to any and all tangible and intangible assets and   properties, including cash, securities, accounts and contract rights. (c) For   purposes of this Agreement, Loans and Commitments may be classified and   referred to by Class (e.g., a “Term B Loan” or a “Revolving Credit Loan”) or   by Type (e.g., a “LIBOR Loan”) or by Class and Type (e.g., a “LIBOR Term B   Loan”). Borrowings also may be classified and referred to by Class (e.g., a   “Term B Loan Borrowing” or a “Revolving Credit Loan Borrowing”) or by Type   (e.g., a “LIBOR Borrowing”) or by Class and Type (e.g., a “LIBOR Term B Loan   Borrowing”). (d) For purposes of any covenant, test or basket hereunder   conditioned on or subject to compliance with or measured by a financial ratio   or test measured by reference to the Section 9.1 Financials, (x) with respect   to any period prior to the initial delivery of Section 9.1 Financials, (i)   calculations of Consolidated EBITDA shall be determined as set forth in the   definition of the term “Consolidated EBITDA” for the applicable period, (ii)   Indebtedness and related calculations (including, without limitation,   Consolidated Net Debt) shall be determined based on the outstanding   Indebtedness of the Borrower and its Restricted Subsidiaries on the applicable   date of determination as to compliance with such condition or test and shall   include any Loans, Senior Unsecured Notes or Senior Subordinated Notes   outstanding on such date, and (iii) calculations of assets and revenues shall   be determined by reference to the Pro Forma Financial Statements and after   giving effect to other appropriate pro forma adjustments, including any   acquisitions or dispositions or debt incurrences after the beginning of the   relevant determination period but prior to or simultaneous with such   determination; and (y) with respect the Section 9.1 Financials for the fiscal   quarter ended on June 30, 2012, Indebtedness and related calculations   (including, without limitation, Consolidated Net Debt) shall be determined   based on the outstanding Indebtedness of the Borrower and its Restricted   Subsidiaries on the applicable date of determination as to compliance with   such condition or test and shall include any Loans, Senior Unsecured Notes or   Senior Subordinated Notes outstanding on such date. (e) Any reference to pro   forma compliance with the Financial Performance Covenant as of any date prior   to the initial Calculation Date to which the Financial Performance Covenant   is applicable shall refer to the Financial Performance Covenant level applicable   as of such initial Calculation Date. SECTION 2. Amount and Terms of Credit   2.1 Commitments . (a) Subject to and upon the terms and conditions herein set   forth, each Lender having a Term Loan Commitment severally agrees to make a   Term Loan on the Closing Date to the Borrower, which Term Loans shall not   exceed for any such Lender the Term Loan Commitment of such Lender. Such Term   Loans (i) shall be made on the Closing Date, (ii) may, at the


    




 










option of the   Borrower, be incurred and maintained as, and/or converted into, ABR Loans or   LIBOR Term Loans; provided that all such Term Loans made by each of the   Lenders pursuant to the same Borrowing shall, unless otherwise specifically   provided herein, consist entirely of Term Loans of the same Type, (iii) may   be repaid or prepaid in accordance with the provisions hereof, but once   repaid or prepaid, may not be reborrowed, and (iv) shall not exceed in the   aggregate the total of all Term Loan Commitments. On the Term Loan Maturity   Date, all Original Term Loans shall be repaid in full. All Other Term Loans   shall be repaid in full on the Maturity Date set forth in the applicable   Incremental Amendment, Refinancing Amendment or Loan Modification Agreement.   (b) (i) Subject to and upon the terms and conditions herein set forth, each   Lender having a Revolving Credit Commitment severally agrees to make a   Revolving Credit Loan or Revolving Credit Loans to the Borrower, which Revolving Credit Loans (A) (1) that are   Non-Extended Revolving Credit Loans shall be made by such Lender with   Non-Extended Revolving Credit Commitments at any time and from time to time   after the Closing Date and prior to the Non-Extended Revolving Credit   Maturity Date and (2) that are Fourth Amendment Revolving Credit Loans shall be   made by such Lender with Fourth Amendment Revolving Credit Commitments at   any time and from time to time on or after the FourthSeventh Amendment Effective Date and prior to the   Revolving Credit Maturity Date; provided that, which Revolving Credit Loans may be made on the Closing Date in an amount not to   exceed $48,000,000, (BA) may, at the option of the Borrower, be incurred   and maintained as, and/or converted into, ABR Loans or LIBOR Revolving Credit   Loans; provided that all Revolving Credit Loans made by each of the Lenders   pursuant to the same Borrowing shall, unless otherwise specifically provided   herein, consist entirely of Revolving Credit Loans of the same Type, (CB) may be repaid and   reborrowed in accordance with the provisions hereof, (DC) shall not, for any such Lender at any time,   after giving effect thereto and to the application of the proceeds thereof,   result in such Lender’s Revolving Credit Exposure at such time exceeding such   Lender’s Revolving Credit Commitment at such time and (ED) shall not, after   giving effect thereto and to the application of the proceeds thereof, result   at any time in the aggregate amount of the Lenders’ Revolving Credit   Exposures at such time exceeding the Total Revolving Credit Commitment then   in effect. (ii) Each Lender may, at its option, make any LIBOR Loan by   causing any domestic or foreign branch or Affiliate of such Lender to make   such Loan; provided that (A) any exercise of such option shall not affect the   obligation of the Borrower to repay such Loan and (B) in exercising such   option, such Lender shall use its reasonable efforts to minimize any   increased costs to the Borrower resulting therefrom (which obligation of the   Lender shall not require it to take, or refrain from taking, actions that it   determines would result in increased costs for which it will not be   compensated hereunder or that it determines would be otherwise   disadvantageous to it and in the event of such request for costs for which   compensation is provided under this Agreement, the provisions of Section 3.5   shall apply). On the First Amendment Effective Date, all Original Revolving   Credit Loans were repaid in full. On the Non-Extended   Revolving Credit Maturity Date, the Non-Extended Revolving Credit Loans then   outstanding shall be repaid in full (it being understood that any such   Non-Extended Revolving Credit Loans may, at the Borrower’s option, be repaid   with the proceeds ofSeventh Amendment Effective   Date, all Fourth Amendment Extended Revolving Credit Loans made on theand all Non-Extended   Revolving Credit Maturity Date, subject to the terms   and conditions applicable to Fourth Amendment Extended Revolving Credit   Loans)Loans were repaid in full. On the   Revolving Credit Maturity Date, all Revolving Credit Loans then outstanding   shall be repaid in full, except to the extent set forth in any applicable   Incremental Amendment, Refinancing Amendment or Loan Modification Agreement   with respect to any Other Revolving Credit Loans.


    




 










(iii) For the   avoidance of doubt and notwithstanding anything to the contrary expressed or   implied herein, for so long as any Class of Revolving Credit Commitments has   an earlier Maturity Date than any other Class of Revolving Credit Commitments   (such Class with the earliest occurring Maturity Date being referred to as   the “Earliest Maturing Revolving Class”), (w) each Borrowing of Revolving   Credit Loans shall be made pro rata across all such Classes (based on the   aggregate unutilized Revolving Credit Commitments with respect to each such   Class) (but excluding any Earliest Maturing Revolving Class with respect to   Borrowings to be made on the Maturity Date of such Class or the date the   Revolving Credit Commitments with respect to such Class are terminated so   long as all Revolving Credit Commitments and all Revolving Credit Loans under   such Class have been terminated and repaid concurrently with or prior to such   Borrowing), (x) each payment or prepayment (whether pursuant to Section 5.1   or 5.2 or otherwise) of Revolving Credit Loans shall be made pro rata across   all such Classes (based on the aggregate principal amount of Revolving Credit   Loans then outstanding with respect to each such Class), (y) any termination   or reduction of Revolving Credit Commitments shall be made pro rata across   all such Classes (based on the aggregate Revolving Credit Commitments with   respect to each such Class), and (z) subject to the last sentence of Section   3.3(a), all L/C Participations shall be pro rata across all such Classes   (based on the aggregate Revolving Credit Commitments with respect to each   such Class); provided that, in the case of any prepayment or repayment of   Revolving Credit Loans under the Earliest Maturing Revolving Class or   termination or reduction of Revolving Credit Commitments under such Class   either on (A) the Maturity Date for such Class or (B) an earlier date, solely   to the extent the Revolving Credit Loans under such Class are being repaid in   full on such date and all Revolving Credit Commitments under such Class have   been terminated on or prior to such date, any such prepayment, repayment,   reduction or termination shall be applied (or, in the case of any voluntary   prepayment pursuant to Section 5.1 or voluntary reduction pursuant to Section   4.2, at the Borrower’s option, may be applied) first to the Revolving Credit   Loans under such Class until paid in full and to the Revolving Credit   Commitments under such Class until terminated in full, as applicable, unless   immediately after giving effect thereto the Aggregate Revolving Credit   Outstandings would exceed 100% of the Total Revolving Credit Commitment as   then in effect. 2.2 Minimum Amount of Each Borrowing; Maximum Number of   Borrowings . The aggregate principal amount of each Borrowing of Term Loans   shall be in a multiple of $1,000,000 (unless otherwise agreed to by the   Administrative Agent) and the aggregate principal amount of Revolving Credit   Loans shall be in a multiple of $1,000,000 (unless otherwise agreed to by the   Administrative Agent) and, in each case, shall not be less than the Minimum   Borrowing Amount with respect thereto. More than one Borrowing may be   incurred on any date; provided that at no time shall there be outstanding   more than 12 Borrowings of LIBOR Loans under this Agreement. 2.3 Notice of   Borrowing . (a) The Borrower shall give the Administrative Agent at the   Administrative Agent’s Office (i) prior to 1:00 p.m. (New York City time) at   least three Business Days’ prior written notice (or such shorter period as   the Administrative Agent is willing to accommodate from time to time) (or   telephonic notice promptly confirmed in writing) of the Borrowing of Term   Loans if all or any of such Term Loans are to be initially LIBOR Loans, and   (ii) prior written notice (or telephonic notice promptly confirmed in   writing) prior to 10:00 a.m. (New York City time) on the date of the   Borrowing of Term Loans if all such Term Loans are to be ABR Loans. Such   notice (together with each notice of a Borrowing of Revolving Credit Loans   pursuant to Section 2.3(b), a “Notice of Borrowing”) shall be irrevocable,   shall be substantially in the form of Exhibit D or any other form approved by   the Administrative Agent, and shall specify (i) the aggregate principal   amount of the Term


    




 










Loans to be   made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall   be the Closing Date) and (iii) whether the Term Loans shall consist of ABR   Loans and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR   Term Loans, the Interest Period to be initially applicable thereto. The   Administrative Agent shall promptly give each Lender notice of the proposed   Borrowing of Term Loans, of such Lender’s proportionate share thereof and of   the other matters covered by the related Notice of Borrowing. (b) Whenever   the Borrower desires to incur Revolving Credit Loans hereunder (other than   Borrowings to repay Unpaid Drawings), it shall give the Administrative Agent   at the Administrative Agent’s Office, prior to 1:00 p.m. (New York City time)   (i) at least three Business Days’ prior written notice (or telephonic notice   promptly confirmed in writing) of each Borrowing of LIBOR Revolving Credit   Loans, and (ii) prior written notice (or telephonic notice promptly confirmed   in writing) prior to 1:00 p.m. (New York City time) on the date of the   Borrowing of Revolving Credit Loans if all such Revolving Credit Loans are to   be ABR Loans. Each such Notice of Borrowing, except as otherwise expressly   provided in Section 2.10, shall be irrevocable and shall specify (i) the   aggregate principal amount of the Revolving Credit Loans to be made pursuant   to such Borrowing, (ii) the date of Borrowing (which shall be a Business   Day), (iii) whether the respective Borrowing shall consist of ABR Loans or   LIBOR Revolving Credit Loans and, if LIBOR Revolving Credit Loans, the   Interest Period to be initially applicable thereto, and (iv) remittance   instructions. The Administrative Agent shall promptly give each applicable   Lender notice of each proposed Borrowing of Revolving Credit Loans, of such   Lender’s proportionate share thereof and of the other matters covered by the   related Notice of Borrowing. (c) Borrowings to reimburse Unpaid Drawings   shall be made upon the notice specified in Section 3.4(a). (d) Without in any   way limiting the obligation of the Borrower to confirm in writing any notice   it may give hereunder by telephone, the Administrative Agent may act prior to   receipt of written confirmation without liability upon the basis of such   telephonic notice believed by the Administrative Agent in good faith to be   from an Authorized Officer of the Borrower. In each such case, the Borrower   hereby waives the right to dispute the Administrative Agent’s record of the   terms of any such telephonic notice. 2.4 Disbursement of Funds . (a) No later   than 3:00 p.m. (New York City time) on the date specified in each Notice of   Borrowing, each Lender will make available its pro rata portion, if any, of   each Borrowing requested to be made on such date in the manner provided   below. (b) Each Lender shall make available all amounts it is to fund to the   Borrower under any Borrowing in immediately available funds to the   Administrative Agent at the Administrative Agent’s Office and the   Administrative Agent will (except in the case of Borrowings to repay Unpaid   Drawings) make available to the Borrower, by depositing to the Borrower’s   account (as designated by it in a written notice to the Administrative Agent   from time to time) the aggregate of the amounts so made available in Dollars.   Unless the Administrative Agent shall have been notified by any Lender prior   to the proposed date of any such Borrowing that such Lender does not intend   to make available to the Administrative Agent its portion of the Borrowing or   Borrowings to be made on such date, the Administrative Agent may assume that   such Lender has made such amount available to the Administrative Agent on   such date of Borrowing, and the Administrative Agent, in reliance upon such   assumption, may (in its sole discretion and without any obligation to do so)   make available to the Borrower a corresponding amount. If such corresponding   amount is not in fact made available to the Administrative Agent by such   Lender, and the Administrative Agent has made available same to the Borrower,   then the applicable Lender and


    




 










the Borrower   severally agree to pay to the Administrative Agent forthwith on demand such   corresponding amount with interest thereon, for each day from and including   the date such amount is made available to the Borrower to but excluding the   date of payment to the Administrative Agent, at (i) in the case of a payment   to be made by such Lender, the greater of the Federal Funds Effective Rate   and a rate determined by the Administrative Agent in accordance with banking   industry rules on interbank compensation, and (ii) in the case of a payment   to be made by the Borrower, the interest rate applicable to such Loans,   calculated in accordance with Section 2.8. If the Borrower and such Lender   shall pay such interest to the Administrative Agent for the same or an   overlapping period, the Administrative Agent shall promptly remit to the   Borrower the amount of such interest paid by the Borrower for such period. If   such Lender pays its share of the applicable Borrowing to the Administrative   Agent, then the amount so paid shall constitute such Lender’s Loan included   in such Borrowing. (c) Nothing in this Section 2.4 shall be deemed to relieve   any Lender from its obligation to fulfill its commitments hereunder or to   prejudice any rights that the Borrower may have against any Lender as a   result of any default by such Lender hereunder (it being understood, however,   that no Lender shall be responsible for the failure of any other Lender to   fulfill its commitments hereunder). 2.5 Repayment of Loans; Evidence of Debt   . (a) The Borrower shall repay to the Administrative Agent, in Dollars, for   the benefit of the Lenders, on the Term Loan Maturity Date, the then-unpaid   Term Loans. The Borrower shall repay to the Administrative Agent, in Dollars,   for the benefit of the Non-Extended Revolving Credit   Lenders, on the Non-Extended Revolving Credit Maturity Date, the then-unpaid   Non-Extended Revolving Credit Loans. The Borrower shall repay to the   Administrative Agent, in Dollars, for the benefit of the applicable Revolving   Credit Lenders, on the Revolving Credit Maturity Date, the then-unpaid   Revolving Credit Loans, except to the extent set forth in any applicable   Incremental Amendment, Refinancing Amendment or Loan Modification Agreement   with respect to any Other Revolving Credit Loans. (b) The Borrower shall   repay to the Administrative Agent, in Dollars, for the benefit of the Term   Loan Lenders, on (A) December 31, 2016 (or, if such date is not a Business   Day, the immediately preceding Business Day) and the last Business Day of   each subsequent calendar quarter ending after the Sixth Amendment Effective   Date, the principal of the Term B Loans in an amount equal to 0.25% of the   aggregate principal amount of the Term B Loans on the Sixth Amendment   Effective Date (after giving effect to the Loans made on such date) (as such   payments are adjusted from time to time pursuant to Sections 2.17, 2.18, 2.19   or Section 5), and (B) on the Term B Loan Maturity Date, the unpaid   outstanding balance of the Term B Loans, in each case, together with accrued   and unpaid interest on the principal amount to be paid to but excluding the   date of such payment (each, a “Term Loan Repayment Amount”). (c) Each Lender   shall maintain in accordance with its usual practice an account or accounts   evidencing the indebtedness of the Borrower to the appropriate lending office   of such Lender resulting from each Loan made by such lending office of such   Lender from time to time, including the amounts of principal and interest   payable and paid to such lending office of such Lender from time to time   under this Agreement. (d) The Administrative Agent shall maintain the   Register pursuant to Section 13.6(b), and a subaccount for each Lender, in   which Register and subaccounts (taken together) shall be recorded (i) the   amount of each Loan made hereunder, the Class and Type of each Loan made and,   if applicable, the Interest Period applicable thereto, (ii) the amount of any   principal or interest due


    




 










and payable or   to become due and payable from the Borrower to each Lender hereunder and   (iii) the amount of any sum received by the Administrative Agent hereunder   from the Borrower and each Lender’s share thereof. (e) The entries made in   the Register and accounts and subaccounts maintained pursuant to paragraphs   (c) and (d) of this Section 2.5 shall, to the extent permitted by applicable   law, be prima facie evidence of the existence and amounts of the obligations   of the Borrower therein recorded; provided, however, that the failure of any   Lender or the Administrative Agent to maintain such account, such Register or   such subaccount, as applicable, or any error therein, shall not in any manner   affect the obligation of the Borrower to repay (with applicable interest) the   Loans made to the Borrower by such Lender in accordance with the terms of   this Agreement. (f) Upon the request by any Lender, at any time and from time   to time, the Borrower shall provide to such Lender, at the Borrower’s own   expense, a promissory note, substantially in the form of Exhibit K-1 or K-2,   as the case may be, evidencing the Term Loans and Revolving Credit Loans,   respectively, owing to such Lender. 2.6 Conversions and Continuations . (a)   The Borrower shall have the option on any Business Day to convert all or a   portion equal to at least the Minimum Borrowing Amount of the outstanding   principal amount of Term Loans or Revolving Credit Loans made to the Borrower   (as applicable) of one Type into a Borrowing or Borrowings of another Type   and the Borrower shall have the option on any Business Day to continue the   outstanding principal amount of any LIBOR Term Loans or LIBOR Revolving   Credit Loans as LIBOR Term Loans or LIBOR Revolving Credit Loans, as the case   may be, for an additional Interest Period; provided that (i) no partial   conversion of LIBOR Term Loans or LIBOR Revolving Credit Loans shall reduce the   outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit   Loans made pursuant to a single Borrowing to less than the Minimum Borrowing   Amount, (ii) ABR Loans may not be converted into LIBOR Term Loans or LIBOR   Revolving Credit Loans if a Default or Event of Default is in existence on   the date of the conversion and the Administrative Agent has or the Required   Lenders have determined in its or their sole discretion not to permit such   conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an   additional Interest Period if a Default or Event of Default is in existence   on the date of the proposed continuation and the Administrative Agent has or   the Required Lenders have determined in its or their sole discretion not to   permit such continuation and (iv) Borrowings resulting from conversions   pursuant to this Section 2.6 shall be limited in number as provided in   Section 2.2. Each such conversion or continuation shall be effected by the   Borrower by giving the Administrative Agent at the Administrative Agent’s   Office prior to 1:00 p.m. (New York City time) at least three Business Days’   (or, in the case of a conversion into ABR Loans, prior to 1:00 p.m. (New York   City time) on the date of such conversion) prior written notice (or telephonic   notice promptly confirmed in writing) (or, in each case, such shorter period   as may be permitted by the Administrative Agent in its sole discretion) (each   a “Notice of Conversion or Continuation”), specifying the Term Loans or   Revolving Credit Loans to be so converted or continued, the Type of Term   Loans or Revolving Credit Loans to be converted or continued into and, if   such Term Loans or Revolving Credit Loans are to be converted into or   continued as LIBOR Loans, the Interest Period to be initially applicable   thereto. The Administrative Agent shall give each Lender notice as promptly   as practicable of any such proposed conversion or continuation affecting any   of its Term Loans or Revolving Credit Loans. (b) If any Default or Event of   Default is in existence at the time of any proposed continuation of any LIBOR   Loans, and the Administrative Agent has or the Required Lenders have   determined in its or their sole discretion not to permit such continuation,   such LIBOR Loans shall be


    




 










automatically   converted on the last day of the then-current Interest Period into ABR Loans.   If no Interest Period is specified in any Notice of Conversion or   Continuation with respect to any conversion to or continuation as a Borrowing   of LIBOR Loans, the Borrower shall be deemed to have selected an Interest   Period of one month’s duration. If upon the expiration of any Interest Period   in respect of LIBOR Loans, the Borrower has failed to deliver a Notice of   Conversion or Continuation to continue or convert such Borrowing as provided   in paragraph (a) above, the Borrower shall be deemed to have elected to   convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans,   effective as of the expiration date of such then-current Interest Period. 2.7   Pro Rata Borrowings . Each Borrowing of Term B Loans (including Refinancing   Term B Loans and New Term B Loans) under this Agreement shall be granted by   the Lenders pro rata on the basis of their   then-applicable Term B Loan Commitments or New Term B Loan Commitments (as applicable)   with respect to the applicable Class. Each Borrowing of Revolving Credit   Loans under this Agreement shall be granted by the Lenders pro rata on the basis of their then-applicable   Revolving Credit Commitments with respect to the applicable Class in   accordance with Section 2.1(b)(iii) (it being   understood that the Non-Extended Revolving Credit Commitments and the Fourth   Amendment Extended Revolving Credit Commitments shall be drawn on a ratable   basis, subject to Section 2.1(b)(iii), as if the Non-Extended Revolving   Credit Commitments and the Fourth Amendment Extended Revolving Credit   Commitments are one Class of Revolving Credit Commitments for this purpose).   It is understood that no Lender shall be responsible for any default by any   other Lender in its obligation to make Loans hereunder and that each Lender   shall be obligated to make the Loans provided to be made by it hereunder,   regardless of the failure of any other Lender to fulfill its commitments   hereunder. 2.8 Interest . (a) The unpaid principal amount of each ABR Loan   shall bear interest from the date of the Borrowing thereof to but excluding   the date of repayment thereof at a rate per annum that shall at all times be   the Applicable ABR Margin plus the ABR in effect from time to time. (b) The unpaid   principal amount of each LIBOR Loan shall bear interest from the date of the   Borrowing thereof to but excluding the date of repayment thereof at a rate   per annum that shall at all times be the Applicable LIBOR Margin in effect   from time to time plus the relevant Adjusted LIBO Rate. (c) Any amount   (whether of principal, interest or Fees) not paid when due hereunder or under   any other Credit Document (whether at the stated maturity, by acceleration or   otherwise) shall bear interest, to the extent permitted by law (after as well   as before judgment), payable on demand, (a) in the case of principal, at the   rate that would otherwise be applicable thereto plus 2.00% per annum, and (b)   in all other cases, at a rate per annum equal to the rate that would be applicable   to an ABR Loan that is a Term Loan (and, if there is more than one Class of   Term Loans then outstanding, the highest such rate applicable to ABR Loans   that are Term Loans) plus 2.00% per annum, in each case from and including   the date of such non-payment to but excluding the date on which such amount   is paid in full. (d) Interest on each Loan shall accrue from and including   the date of any Borrowing to but excluding the date of any repayment thereof   and shall be payable (i) in respect of each ABR Loan, quarterly in arrears on   the last Business Day of each calendar quarter of the Borrower, (ii) in   respect of each LIBOR Loan, on the last day of each Interest Period   applicable thereto and, in the case of an Interest Period in excess of three   months, on each date occurring at three-month intervals after the first day   of such Interest Period and (iii) in respect of each Loan (except ABR Loans,   other than in the case of prepayments which constitute prepayments in full of   all Loans), on any prepayment (on the amount 


    




 










prepaid), on   conversion into an ABR Loan, at maturity (whether by acceleration or   otherwise) and, after such maturity, on demand. (e) All computations of   interest hereunder shall be made in accordance with Section 5.5. (f) The   Administrative Agent, upon determining the interest rate for any Borrowing of   LIBOR Loans, shall promptly notify the Borrower and the relevant Lenders   thereof. Each such determination shall, absent clearly demonstrable error, be   final and conclusive and binding on all parties hereto. (g) If on any day a   Loan is outstanding with respect to which a Notice of Borrowing or Notice of   Conversion or Continuation has not been delivered to the Administrative Agent   in accordance with the terms hereof specifying the applicable basis for   determining the rate of interest, then for that day such Loan shall be an ABR   Loan. 2.9 Interest Periods . At the time the Borrower gives a Notice of   Borrowing or Notice of Conversion or Continuation in respect of the making   of, or conversion into or continuation as, a Borrowing of LIBOR Loans (in the   case of the initial Interest Period applicable thereto) or prior to 11:00   a.m. (New York City time) on the third Business Day prior to the expiration   of an Interest Period applicable to a Borrowing of LIBOR Loans, the Borrower   shall have the right to elect by giving the Administrative Agent written   notice (or telephonic notice promptly confirmed in writing) the Interest   Period applicable to such Borrowing, which Interest Period shall, at the   option of the Borrower be a one, two, three, six or (if agreed to by all the   Lenders making such loans) a nine or twelve month period; provided that the   initial Interest Period may be for a period less than one month if agreed   upon by the Borrower and the Administrative Agent. Notwithstanding anything   to the contrary contained above: (a) the initial Interest Period for any   Borrowing of LIBOR Loans shall commence on the date of such Borrowing   (including the date of any conversion from a Borrowing of ABR Loans) and   shall end on the numerically corresponding day in the calendar month that is   one, two, three, six (or, if applicable as provided above) nine or twelve   months thereafter, and each Interest Period occurring thereafter in respect   of such Borrowing shall commence on the day on which the next preceding   Interest Period expires; (b) if any Interest Period relating to a Borrowing   of LIBOR Revolving Credit Loans begins on the last Business Day of a calendar   month or begins on a day for which there is no numerically corresponding day   in the calendar month at the end of such Interest Period, such Interest   Period shall end on the last Business Day of the calendar month at the end of   such Interest Period; (c) if any Interest Period would otherwise expire on a   day that is not a Business Day, such Interest Period shall expire on the next   succeeding Business Day; provided that if any Interest Period in respect of a   LIBOR Loan would otherwise expire on a day that is not a Business Day but is   a day of the month after which no further Business Day occurs in such month,   such Interest Period shall expire on the next preceding Business Day; (d) the   Borrower shall not be entitled to elect any Interest Period in respect of any   LIBOR Loan if such Interest Period would extend beyond the applicable   Maturity Date of such Loan; and


    




 










(e) in the   event the Borrower fails to specify an Interest Period for any LIBOR Loan,   the Borrower shall be deemed to have selected an Interest Period of one   month. 2.10 Inability to Determine Interest Rate, Illegality, etc . (a) In   the event that (x) in the case of clause (i) below, the Administrative Agent   or (y) in the case of clauses (ii) and (iii) below, any Lender shall have   reasonably determined (which determination shall, absent clearly demonstrable   error, be final and conclusive and binding upon all parties hereto): (i) on   any date for determining the Adjusted LIBO Rate for any Interest Period that   (x) deposits in the principal amounts of the Loans comprising such LIBOR   Borrowing are not generally available in the relevant market or (y) by reason   of any changes arising on or after the Closing Date affecting the interbank   LIBOR market, adequate and fair means do not exist for ascertaining the   applicable interest rate on the basis provided for in the definition of   Adjusted LIBO Rate; or (ii) at any time, that such Lender shall incur   increased costs or reductions in the amounts received or receivable hereunder   with respect to any LIBOR Loans (other than any such increase or reduction   attributable to Taxes) because of (x) any change since the date hereof in any   applicable law, governmental rule, regulation, guideline or order (or in the   interpretation or administration thereof and including the introduction of   any new law or governmental rule, regulation, guideline or order), such as,   for example, without limitation, a change in official reserve requirements,   and/or (y) other circumstances affecting the interbank LIBOR market or the   position of such Lender in such market; or (iii) at any time, that the making   or continuance of any LIBOR Loan has become unlawful by compliance by such   Lender in good faith with any law, governmental rule, regulation, guideline   or order (or would conflict with any such governmental rule, regulation,   guideline or order not having the force of law even though the failure to   comply therewith would not be unlawful), or has become impracticable as a   result of a contingency occurring after the date hereof that materially and   adversely affects the interbank LIBOR market. then, and in any such event,   such Lender (or the Administrative Agent, in the case of clause (i) above)   shall within a reasonable time thereafter give notice (if by telephone,   confirmed in writing) to the Borrower and to the Administrative Agent of such   determination (which notice the Administrative Agent shall promptly transmit   to each of the other Lenders). Thereafter, (x) in the case of clause (i)   above, LIBOR Term Loans and LIBOR Revolving Credit Loans shall no longer be   available until such time as the Administrative Agent notifies the Borrower   and the Lenders that the circumstances giving rise to such notice by the   Administrative Agent no longer exist (which notice the Administrative Agent   agrees to give at such time when such circumstances no longer exist), and any   Notice of Borrowing or Notice of Conversion given by the Borrower with   respect to LIBOR Term Loans or LIBOR Revolving Credit Loans that have not yet   been incurred shall be deemed rescinded by the Borrower, (y) in the case of   clause (ii) above, the Borrower shall pay to such Lender, promptly after   receipt of written demand therefor such additional amounts (in the form of an   increased rate of, or a different method of calculating, interest or   otherwise as such Lender in its reasonable discretion shall determine) as   shall be required to compensate such Lender for such increased costs or   reductions in amounts receivable hereunder (it being agreed that a written   notice as to the additional amounts owed to such Lender, showing in   reasonable detail the basis for the calculation thereof, submitted to the   Borrower by such Lender shall, absent clearly demonstrable error, be final   and conclusive and binding upon all parties hereto), and (z) in the case of


    




 










clause (iii)   above, the Borrower shall take one of the actions specified in Section   2.10(b) as promptly as possible and, in any event, within the time period   required by law. (b) At any time that any LIBOR Loan is affected by the   circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may   (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii)   shall) either (x) if the affected LIBOR Loan is then being made pursuant to a   Borrowing, cancel said Borrowing by giving the Administrative Agent   telephonic notice (confirmed promptly in writing) thereof on the same date   that the Borrower was notified by a Lender or the Administrative Agent, as   applicable, pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected   LIBOR Loan is then outstanding, upon at least three Business Days’ notice to   the Administrative Agent, require the affected Lender to convert each such   LIBOR Revolving Credit Loan and LIBOR Term Loan into an ABR Loan; provided   that if more than one Lender is affected at any time, then all affected   Lenders must be treated in the same manner pursuant to this Section 2.10(b).   2.11 Increased Costs . (a) Increased Costs Generally. (i) If any Change in   Law shall impose, modify or deem applicable any reserve, special deposit,   compulsory loan, insurance charge or similar requirement against assets of,   deposits with or for the account of, or credit extended or participated in   by, any Lender (except any reserve requirement reflected in the Adjusted LIBO   Rate) and the result of any of the foregoing shall be to increase the cost to   such Lender or such other Recipient of making, converting to, continuing or   maintaining any LIBOR Loan or of maintaining its obligation to make any such   Loan, or to increase the cost to such Lender or such other Recipient of   participating in or maintaining any Letter of Credit (or of maintaining its   obligation to participate in or to issue any Letter of Credit), or to reduce   the amount of any sum received or receivable by such Lender or other   Recipient hereunder (whether of principal, interest or any other amount)   then, upon request of such Lender or other Recipient, the Borrower will pay   to such Lender or other Recipient, as the case may be, such additional amount   or amounts as will compensate such Lender, Letter of Credit Issuer or other   Recipient, as the case may be, for such additional costs incurred or   reduction suffered. (ii) If any Change in Law shall subject any Recipient to   any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its   loans, loan principal, letters of credit, commitments, or other obligations,   or its deposits, reserves, other liabilities or capital attributable thereto   and the result of any of the foregoing shall be to increase the cost to such   Lender or such other Recipient of making, converting to, continuing or   maintaining any LIBOR Loan or of maintaining its obligation to make any such   Loan, or to increase the cost to such Lender, such Letter of Credit Issuer or   such other Recipient of participating in, issuing or maintaining any Letter   of Credit (or of maintaining its obligation to participate in or to issue any   Letter of Credit), or to reduce the amount of any sum received or receivable   by such Lender, Letter of Credit Issuer or other Recipient hereunder (whether   of principal, interest or any other amount) then, upon request of such   Lender, Letter of Credit Issuer or other Recipient, the Borrower will pay to   such Lender, Letter of Credit Issuer or other Recipient, as the case may be,   such additional amount or amounts as will compensate such Lender, Letter of   Credit Issuer or other Recipient, as the case may be, for such additional   costs incurred or reduction suffered. (b) Capital Requirements. If any Lender   or Letter of Credit Issuer determines that any Change in Law affecting such   Lender or Letter of Credit Issuer or any lending office of such Lender


    




 










or such   Lender’s or Letter of Credit Issuer’s holding company, if any, regarding   capital or liquidity requirements, has or would have the effect of reducing   the rate of return on such Lender’s or Letter of Credit Issuer’s capital or   on the capital of such Lender’s or Letter of Credit Issuer’s holding company,   if any, as a consequence of this Agreement, the Commitments of such Lender or   the Loans made by, or participations in Letters of Credit held by, such   Lender, or the Letters of Credit issued by any Letter of Credit Issuer, to a   level below that which such Lender or Letter of Credit Issuer or such   Lender’s or Letter of Credit Issuer’s holding company could have achieved but   for such Change in Law (taking into consideration such Lender’s or Letter of   Credit Issuer’s policies and the policies of such Lender’s or Letter of   Credit Issuer’s holding company with respect to capital adequacy), then from   time to time the Borrower will pay to such Lender or Letter of Credit Issuer,   as the case may be, such additional amount or amounts as will compensate such   Lender or Letter of Credit Issuer or such Lender’s or Letter of Credit   Issuer’s holding company for any such reduction suffered. Each Lender or   Letter of Credit Issuer, upon determining in good faith that any additional   amounts will be payable pursuant to this Section 2.11(b), will give prompt   written notice thereof to the Borrower which notice shall set forth in reasonable   detail the basis of the calculation of such additional amounts, although the   failure to give any such notice shall not, subject to Section 2.14, release   or diminish any of the Borrower’s obligations to pay additional amounts   pursuant to this Section 2.11(b) upon receipt of such notice. The Borrower   shall pay such Lender or Letter of Credit Issuer, as the case may be, the   amount shown as due on any such notice within 10 days after receipt thereof.   (c) It is understood that, to the extent duplicative of Section 5.4, this   Section 2.11 shall not apply to Taxes. 2.12 Compensation . If (a) any payment   of principal of any LIBOR Loan is made by the Borrower (or, with respect to   Section 13.7, is purchased by a replacement bank or institution), as the case   may be, to or for the account of a Lender other than on the last day of the   Interest Period for such LIBOR Loan as a result of a payment or conversion   pursuant to Section 2.5, 2.6, 2.10, 5.1, 5.2 or 13.7, as a result of any   action or assignment pursuant to Section 2.13, as a result of acceleration of   the maturity of the Loans pursuant to Section 11 or for any other reason, (b)   any Borrowing of LIBOR Loans is not made as a result of a withdrawn Notice of   Borrowing, (c) any ABR Loan is not converted into a LIBOR Loan as a result of   a withdrawn Notice of Conversion or Continuation, (d) any LIBOR Loan is not   continued as a LIBOR Loan as a result of a withdrawn Notice of Conversion or   Continuation or (e) any prepayment of principal of any LIBOR Loan is not made   as a result of a withdrawn notice of prepayment pursuant to Section 5.1 or   5.2, the Borrower shall, after receipt of a written request by such Lender   (which request shall set forth in reasonable detail the basis for requesting   such amount), pay to the Administrative Agent for the account of such Lender   any amounts required to compensate such Lender for any additional losses,   costs or expenses that such Lender may reasonably incur as a result of such   payment, failure to convert, failure to continue or failure to prepay,   including any loss, cost or expense (excluding loss of anticipated profits)   actually incurred by reason of the liquidation or reemployment of deposits or   other funds acquired by any Lender to fund or maintain such LIBOR Loan. 2.13   Change of Lending Office . If any Lender requests compensation under Section   2.10(a)(ii) or (iii), 2.11 or 3.5, or requires the Borrower to pay any   Indemnified Taxes or additional amounts to any Lender or any Governmental   Authority for the account of any Lender pursuant to Section 5.4, it will, if   requested by the Borrower, use reasonable efforts (subject to overall policy   considerations of such Lender) to designate another lending office for   funding or booking its Loans hereunder or to assign its rights and   obligations hereunder to another of its offices, branches or affiliates, if,   in the judgment of such Lender, such designation or assignment (i) would   eliminate or reduce amounts payable pursuant to Section 2.10(a)(ii) or (iii),   2.11, 3.5 or 5.4, as the case may be, in the future, and (ii) would


    




 










not subject   such Lender to any unreimbursed cost or expense and would not otherwise be   disadvantageous to such Lender. Nothing in this Section 2.13 shall affect or   postpone any of the obligations of the Borrower or the right of any Lender   provided in Section 2.10, 2.11, 2.12, 3.5 or 5.4. 2.14 Notice of Certain   Costs . Notwithstanding anything in this Agreement to the contrary, any   Lender that gives any notice required by Section 2.10, 2.11, 2.12, 3.5 or 5.4   shall not be entitled to compensation under Section 2.10, 2.11, 2.12, 3.5 or   5.4, as the case may be, for any such amounts incurred or accruing prior to   the 181st day prior to the giving of such notice to the Borrower, as the case   may be (except that, if the Change in Law giving rise to such increased costs   or reductions is retroactive, then the 181-day period referred to above shall   be extended to include the period of retroactive effect thereof). 2.15   Defaulting Lenders . (a) Defaulting Lender Adjustments. Notwithstanding   anything to the contrary contained in this Agreement, if any Lender becomes a   Defaulting Lender, then, until such time as such Lender is no longer a   Defaulting Lender, to the extent permitted by applicable law: (i) Such   Defaulting Lender’s right to approve or disapprove any amendment, waiver or   consent with respect to this Agreement shall be restricted as set forth in   the definition of “Required Lenders”. (ii) Any payment of principal,   interest, fees or other amounts received by the Administrative Agent for the   account of such Defaulting Lender (whether voluntary or mandatory, at   maturity, pursuant to Section 11 or otherwise) or received by the   Administrative Agent from a Defaulting Lender pursuant to Section 13.8(a)   shall be applied at such time or times as may be determined by the   Administrative Agent as follows: first, to the payment of any amounts owing   by such Defaulting Lender to the Administrative Agent hereunder; second, to   the payment on a pro rata basis of any amounts owing by such Defaulting   Lender to any Letter of Credit Issuer hereunder; third, to cash collateralize   the Letter of Credit Issuers’ Fronting Exposure with respect to such   Defaulting Lender in accordance with Section 2.16; fourth, as the Borrower   may request (so long as no Default or Event of Default exists), to the   funding of any Loan in respect of which such Defaulting Lender has failed to   fund its portion thereof as required by this Agreement, as determined by the   Administrative Agent; fifth, if so determined by the Administrative Agent and   the Borrower, to be held in a deposit account and released pro rata in order   to (x) satisfy such Defaulting Lender’s potential future funding obligations   with respect to Loans under this Agreement and (y) Cash Collateralize the   Letter of Credit Issuers’ future Fronting Exposure with respect to such   Defaulting Lender with respect to future Letters of Credit issued under this   Agreement, in accordance with Section 2.16; sixth, to the payment of any   amounts owing to the Lenders or the Letter of Credit Issuers as a result of   any judgment of a court of competent jurisdiction obtained by any Lender   against such Defaulting Lender as a result of such Defaulting Lender’s breach   of its obligations under this Agreement; seventh, so long as no Default or   Event of Default exists, to the payment of any amounts owing to the Borrower   as a result of any judgment of a court of competent jurisdiction obtained by   the Borrower against such Defaulting Lender as a result of such Defaulting   Lender’s breach of its obligations under this Agreement; and eighth, to such   Defaulting Lender or as otherwise directed by a court of competent   jurisdiction; provided that if (x) such payment is a payment of the principal   amount of any Loans or Unpaid Drawing in respect of which such Defaulting   Lender has not fully funded its appropriate share, and (y) such Loans were   made or such Letters of


    




 










Credit were   issued at a time when the conditions set forth in Section 7 were satisfied or   waived, such payment shall be applied solely to pay the Loans of, and Unpaid   Drawings owed to, all Non-Defaulting Lenders on a pro rata basis prior to   being applied to the payment of any Loans of, or Unpaid Drawings owed to,   such Defaulting Lender until such time as all Loans and Letter of Credit   Exposure are held by the Lenders pro rata in accordance with the applicable   Commitments without giving effect to Section 2.15(a)(iii). Any payments,   prepayments or other amounts paid or payable to a Defaulting Lender or to   post cash collateral in accordance with Section 2.16 that are applied (or   held) to pay amounts owed by a Defaulting Lender pursuant to this Section   2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender,   and each Lender irrevocably consents hereto. (iii) All or any part of such   Defaulting Lender’s Letter of Credit Exposure shall be reallocated among the   Non-Defaulting Lenders in accordance with their respective Pro Rata   Percentages (calculated without regard to such Defaulting Lender’s   Commitment) but only to the extent that (x) the conditions set forth in   Section 7 are satisfied at the time of such reallocation (and, unless the   Borrower shall have otherwise notified the Administrative Agent at such time,   the Borrower shall be deemed to have represented and warranted that such   conditions are satisfied at such time), and (y) such reallocation does not   cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to   exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to   Section 13.19, no reallocation hereunder shall constitute a waiver or release   of any claim of any party hereunder against a Defaulting Lender arising from   that Lender having become a Defaulting Lender, including any claim of a   Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased   exposure following such reallocation. If the reallocation described in this   clause (iii) cannot, or can only partially, be effected, the Borrower shall,   without prejudice to any right or remedy available to it hereunder or under   law, Cash Collateralize the Letter of Credit Issuers’ Fronting Exposure in   accordance with the procedures set forth in Section 2.16. (iv) Each   Defaulting Lender shall be entitled to receive Letter of Credit Fees for any   period during which that Lender is a Defaulting Lender only to the extent   allocable to its Letter of Credit Exposure for which it has provided Cash   Collateral pursuant to Section 2.16. With respect to any Letter of Credit   Fees not required to be paid to any Defaulting Lender pursuant to this clause   (iv), the Borrower shall (x) pay to each Non-Defaulting Lender that portion   of any such fee otherwise payable to such Defaulting Lender with respect to   such Defaulting Lender’s Letter of Credit Exposure that has been reallocated   to such Non-Defaulting Lender pursuant to clause (iii) above, (y) pay to each   Letter of Credit Issuer, as applicable, the amount of any such fee otherwise   payable to such Defaulting Lender to the extent allocable to such Letter of   Credit Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be   required to pay the remaining amount of any such fee. (b) Defaulting Lender   Cure. If the Borrower, the Administrative Agent and each Letter of Credit   Issuer agree in writing that a Lender is no longer a Defaulting Lender, the   Administrative Agent will so notify the parties hereto, whereupon as of the   effective date specified in such notice and subject to any conditions set   forth therein (which may include arrangements with respect to any Cash   Collateral), that Lender will, to the extent applicable, purchase at par that   portion of outstanding Loans of the other Lenders or take such other actions   as the Administrative Agent may determine to be necessary to cause the Loans   and funded and unfunded participations in Letters of Credit to be held pro   rata by the Lenders in accordance with the Commitments under the applicable   Facility (without giving effect to Section 2.15(a)(iii)), whereupon such   Lender will cease to be a Defaulting Lender; provided that no


    




 










adjustments   will be made retroactively with respect to fees accrued or payments made by   or on behalf of the Borrower while that Lender was a Defaulting Lender; and   provided, further, that except to the extent otherwise expressly agreed by   the affected parties, no change hereunder from Defaulting Lender to Lender   will constitute a waiver or release of any claim of any party hereunder   arising from that Lender’s having been a Defaulting Lender. (c) New Letters   of Credit. So long as any Lender is a Defaulting Lender, no Letter of Credit   Issuer shall be required to issue, extend, renew or increase any Letter of   Credit unless it is satisfied that it will have no Fronting Exposure after   giving effect thereto. 2.16 Cash Collateral . At any time that there shall   exist a Defaulting Lender, within one Business Day following the written   request of the Administrative Agent or any Letter of Credit Issuer (with a   copy to the Administrative Agent) the Borrower shall Cash Collateralize the   Letter of Credit Issuers’ Fronting Exposure with respect to such Defaulting   Lender (determined after giving effect to Section 2.15(a)(iii) and any Cash   Collateral provided by such Defaulting Lender) in an amount not less than the   Minimum Collateral Amount. (a) Grant of Security Interest. The Borrower, and   to the extent provided by any Defaulting Lender, such Defaulting Lender,   hereby grants to the Administrative Agent, for the benefit of the Letter of   Credit Issuers, and agrees to maintain, a first priority security interest in   all such Cash Collateral as security for the Defaulting Lenders’ obligation   to fund participations in respect of Letter of Credit Exposure, to be applied   pursuant to clause (b) below. If at any time the Administrative Agent   determines that Cash Collateral is subject to any right or claim of any   Person other than the Administrative Agent and the Letter of Credit Issuers   as herein provided (other than nonconsensual Liens permitted by Section   10.2), or that the total amount of such Cash Collateral is less than the   Minimum Collateral Amount, the Borrower will, promptly upon demand by the   Administrative Agent, pay or provide to the Administrative Agent additional   Cash Collateral in an amount sufficient to eliminate such deficiency (after   giving effect to any Cash Collateral provided by the Defaulting Lender). (b)   Application. Notwithstanding anything to the contrary contained in this   Agreement, Cash Collateral provided under this Section 2.16 or Section 2.15   in respect of Letters of Credit shall be applied to the satisfaction of the   Defaulting Lender’s obligation to fund participations in respect of Letter of   Credit Exposure (including, as to Cash Collateral provided by a Defaulting   Lender, any interest accrued on such obligation) for which the Cash Collateral   was so provided, prior to any other application of such property as may   otherwise be provided for herein. (c) Termination of Requirement. Cash   Collateral (or the appropriate portion thereof) provided to reduce any Letter   of Credit Issuer’s Fronting Exposure shall no longer be required to be held   as Cash Collateral pursuant to this Section 2.16 following (i) the   elimination of the applicable Fronting Exposure (including by the termination   of Defaulting Lender status of the applicable Lender), or (ii) the determination   by the Administrative Agent and each Letter of Credit Issuer that there   exists excess Cash Collateral; provided that, subject to Section 2.15 the   Person providing Cash Collateral and each Letter of Credit Issuer may agree   that Cash Collateral shall be held to support future anticipated Fronting   Exposure or other obligations and; provided, further, that to the extent that   such Cash Collateral was provided by the Borrower, such Cash Collateral shall   remain subject to the security interest granted pursuant to the Credit   Documents. 2.17 Incremental Commitments . (a) The Borrower may, from time to   time after the Closing Date, by written notice to the Administrative Agent   request the establishment of (i) one or more new term loan commitments (the “New   Term Loan Commitments”), (ii) one or more additional tranches


    




 










of revolving   credit commitments (the “Additional Revolving Credit Commitments”) and/or   (iii) one or more increases in the amount of the Revolving Credit Commitments   (each such increase, a “Revolving Credit Commitment Increase” and, together   with the New Term Loan Commitments and the Additional Revolving Credit   Commitments, the “Incremental Commitments”), in an aggregate amount for all   such Incremental Commitments established following the First Amendment   Effective Date not in excess of the Incremental Facility Amount. Each such   notice shall specify the date (each, an “Increased Amount Date”) on which the   Borrower proposes that the Incremental Commitments shall be effective, which   shall be a date not less than ten Business Days (or such shorter period as is   acceptable to the Administrative Agent) after the date on which such notice   is delivered to Administrative Agent. The Borrower may seek Incremental   Commitments from existing Lenders or from by any other bank, financial   institution, other institutional lender or other Person that is an eligible   assignee pursuant to Section 13.6(b) (any such other Person being called an   “Additional Lender”); provided, that the Administrative Agent (and, solely   with respect to any Additional Revolving Credit Commitment and/or Revolving   Credit Commitment Increase, each Letter of Credit Issuer) shall have   consented to such Additional Lender’s providing any Incremental Commitments   to the extent such consent would be required under Section 13.6(b) for an   assignment of Loans or Commitments, as applicable, to such Additional Lender;   provided, further, that any Lender offered or approached to provide all or a   portion of the Incremental Commitments may elect or decline, in its sole   discretion, to provide an Incremental Commitment. (b) Such Incremental   Commitment shall become effective as of such Increased Amount Date; provided   that (1) the representations and warranties set forth herein and in the other   Credit Documentation shall be true and correct in all material respects on   and as of such Increased Amount Date as if made on and as of such date   (except where such representations and warranties expressly relate to an   earlier date, in which case such representations and warranties shall have   been true and correct in all material respects as of such earlier date);   provided that, with respect to any Incremental Commitments the proceeds of   which are used to fund a Permitted Acquisition substantially concurrently   upon the receipt thereof, unless otherwise agreed by the Borrower, the   Administrative Agent and the Lenders providing the applicable Incremental   Commitment, the only representations and warranties the making of which shall   be a condition to the making of such Incremental Commitments shall be the   representations and warranties set forth in clause (b) of the definition of   Closing Date Representations and the representations and warranties contained   in the purchase agreement relating to such Permitted Acquisition as are   material to the interests of the Lenders but only to the extent that the   Borrower or any of its Affiliates have the right to terminate its or their   obligations under such purchase agreement as a result of a breach of such   representations and warranties in such purchase agreement); (2) the   Incremental Commitments (and the Loans made pursuant thereto) shall be   secured on a pari passu basis with the Term B Loans, the Revolving Credit   Commitments and the Revolving Credit Loans and shall be secured only by the   Collateral securing the Obligations; (3) no Parent Guarantor nor any   Restricted Subsidiary shall guarantee the Incremental Commitments or Loans   made pursuant thereto unless such Parent Guarantor or Restricted Subsidiary   is a Guarantor (or becomes a Guarantor on the Increased Amount Date); (4) no   Default or Event of Default shall exist on such Increased Amount Date   immediately prior to or after giving effect to such Incremental Commitments   and to the making of any Loans pursuant thereto; provided that, with respect   to any Incremental Commitments the proceeds of which are used to fund a   Permitted Acquisition substantially concurrently upon the receipt thereof,   unless otherwise agreed by the Borrower, the Administrative Agent and the   Lenders providing the applicable Incremental Commitment, the absence of a   Default or Event of Default shall not constitute a condition to the making of   such Incremental Commitments; (5) the Incremental Commitments and related   Loans made pursuant thereto shall be effected pursuant to one or more   amendments (each, an “Incremental Amendment”) to this Agreement and, as   appropriate, the other Credit Documents, executed by the Parent Guarantors,   the Borrower, each Lender and each Additional Lender providing such New Term   Loan


    




 










Commitments,   Additional Revolving Credit Commitments or Revolving Credit Commitment   Increase, as applicable (each of which shall be recorded in the Register and   shall be subject to the requirements set forth in Section 5.4(d)), and the   Administrative Agent; and (6) the Borrower shall make any payments required   pursuant to Section 2.12 in connection with the Incremental Commitments, as   applicable. Any New Term Loans made on an Increased Amount Date that have   terms and provisions that differ from Term Loans outstanding on the date on   which such New Term Loans are made shall be designated as a separate Class of   Term Loans for all purposes of this Agreement. Each of the parties hereto   hereby agrees that each Incremental Amendment may, without the consent of any   other Lenders, effect such amendments to this Agreement and the other Credit   Documents as may be necessary or appropriate, in the reasonable opinion of   the Administrative Agent and the Borrower, to effect the provisions of this   Section 2.17. (c) Notwithstanding the foregoing, without the prior written   consent of the Required Lenders, (i) the Maturity Date of any New Term Loans   shall not be earlier than the then-existing Latest Maturity Date with respect   to any Existing Class of Term Loans, (ii) any New Term Loans shall not have a   shorter Weighted Average Life than the Weighted Average Life to Maturity of   any then-outstanding Term Loans, (iii) if the Initial Yield on any New Term   Loans exceeds the Initial Yield then in effect for any such Existing Class   (or Classes) of Term Loans by more than 50 basis points (the amount of such   excess above 50 basis points being referred to herein as the “Yield   Differential”), then the Applicable ABR Margin and the Applicable LIBO Margin   then in effect for such Class of Term Loans shall automatically be increased   by the Yield Differential, effective upon the making of the New Term Loans   and (iv) any New Term Loans shall otherwise have the same terms and   conditions of the Term Loans then in effect or such other terms and   conditions reasonably satisfactory to the Administrative Agent. On any   Increased Amount Date on which any New Term Loan Commitments of any Class are   effective, subject to the satisfaction of the foregoing terms and conditions,   (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan   Lender”) of any Class shall make a Loan to the Borrower (a “New Term Loan”)   in an amount equal to its New Term Loan Commitment of such Class, and (ii)   each New Term Loan Lender of any Class shall become a Lender hereunder with   respect to the New Term Loan Commitment of such Class and the New Term Loans   of such Class made pursuant thereto. (d) Notwithstanding the foregoing,   without the prior written consent of the Required Lenders or the Required Revolving   Credit Lenders, (A) any Revolving Credit Commitment Increase shall be on the   exact same terms (including with respect to commitment reductions and   interest rates) as the Fourth Amendment Extended Revolving   Credit Commitments, except for such differences (including with respect to   maturity date) that are expressly permitted by the following subclause (B),   and (B) (i) the Maturity Date of any Additional Revolving Credit Commitments   shall not be earlier than, and shall not require mandatory commitment reduction   (except ratably with the Revolving Credit Commitments) prior to, the   then-existing Latest Maturity Date with respect to the latest maturing   Existing Class of Revolving Credit Loans, (ii) if the Initial Yield on any   Additional Revolving Credit Commitments (and related Revolving Credit Loans)  that expire on or before the   one-year anniversary of the Latest Maturity Date   with respect to the latest maturing Existing Class (or Classes) of Revolving   Credit Commitments (and, in each case, any related Revolving Credit Loans)   (such expiration of Additional Revolving Credit Commitments determined   without giving effect to contingencies that would cause such expiration to be   earlier than otherwise stated unless and until such contingency occurs),   exceeds the Initial Yield then in effect for any such Existing Class (or   Classes) of Revolving Credit Commitments (and related Revolving Credit Loans)   by more than 50 basis points, then the Applicable ABR Margin and the   Applicable LIBO Margin then in effect for such Existing Class (or Classes) of   Revolving Credit Commitments (and related Revolving Credit Loans) shall   automatically be increased by the Yield Differential, effective upon the   effectiveness of such Additional Revolving Credit Commitments, (iii) the   borrowing and repayment


    




 










(other than in   connection with a permanent repayment and termination of commitments) of the   Revolving Credit Loans under any Additional Revolving Credit Commitments   shall be made on a pro rata basis with any borrowings and repayments of the   Revolving Credit Loans then in effect (the mechanics for which may be   implemented through the applicable Incremental Amendment and may include   technical changes related to the borrowing and repayment procedures of the   Revolving Credit Loans then in effect) and (iv) any Additional Revolving   Credit Commitments shall otherwise have the same terms and conditions of the   Revolving Credit Commitments then in effect or such other terms and   conditions reasonably satisfactory to the Administrative Agent, including,   for the avoidance of doubt any “MFN” protection applicable to such Additional   Revolving Credit Commitments. (e) Each of the parties hereto hereby agrees   that the Administrative Agent may, with the consent of the Borrower (not to   be unreasonably withheld), take any and all action as may be reasonably   necessary to ensure that all New Term Loans that, pursuant to the applicable   Incremental Amendment, are to be of the same Class of an Existing Class of   Term Loans, when originally made, are included in each Borrowing of such   Existing Class of Term Loans on a pro rata basis. This may be accomplished by   requiring each outstanding Borrowing of LIBOR Term Loans to be converted into   a Borrowing of Term Loans that are ABR Loans on the date the applicable New   Term Loan is made, or by allocating a portion of each such New Term Loan to   each outstanding Borrowing of LIBOR Term Loans on a pro rata basis. Any   conversion of Borrowing of LIBOR Term Loans to Term Loans that are ABR Loans   required by the preceding sentence shall be subject to Section 2.12. If any   New Term Loan is to be allocated to an existing Interest Period for a   Borrowing of LIBOR Term Loans, then the interest rate thereon for such   Interest Period and the other economic consequences thereof shall be as set   forth in the applicable Incremental Amendment. In addition, (i) to the extent   any New Term Loans are not Other Term Loans, the scheduled amortization   payments under Section 2.5(b) required to be made after the making of such   New Term Loans shall be ratably increased by the aggregate principal amount   of such New Term Loans and shall be further increased for all Lenders on a   pro rata basis to the extent necessary to avoid any reduction in the   amortization payments to which the Term Lenders were entitled before such   recalculation. (f) Upon each Revolving Credit Commitment Increase pursuant to   this Section, each Revolving Credit Lender immediately prior to such increase   will automatically and without further act be deemed to have assigned to each   Lender providing a portion of the Revolving Credit Commitment Increase (each   a “Revolving Credit Commitment Increase Lender”) in respect of such increase,   and each such Revolving Credit Commitment Increase Lender will automatically   and without further act be deemed to have assumed, a portion of such   Revolving Credit Lender’s participations hereunder in outstanding Letters of   Credit such that, after giving effect to each such deemed assignment and   assumption of participations, the percentage of the aggregate outstanding   participations hereunder in Letters of Credit held by each Revolving Credit   Lender (including each such Revolving Credit Commitment Increase Lender) will   equal the percentage of the aggregate Revolving Credit Commitments of all   Revolving Credit Lenders represented by such Revolving Credit Lender’s   Revolving Credit Commitment and (b) if, on the date of such increase, there   are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall   on or prior to the effectiveness of such Revolving Credit Commitment Increase   be prepaid from the proceeds of additional Revolving Credit Loans made   hereunder (reflecting such increase in Revolving Credit Commitments), which   prepayment shall be accompanied by accrued interest on the Revolving Credit   Loans being prepaid and any costs incurred by any Lender in accordance with   Section 2.12. The Administrative Agent and the Lenders hereby agree that the   minimum borrowing, pro rata borrowing and pro rata payment requirements   contained elsewhere in this Agreement shall not apply to the transactions   effected pursuant to the immediately preceding sentence.


    




 










This Section   2.17 shall supersede any provisions in Section 5.2, 13.1 or 13.8(a) to the   contrary. 2.18 Loan Modification Offers . (a) The Borrower may, by written   notice to the Administrative Agent from time to time, make one or more offers   (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes   of Loans and/or Commitments (each Class subject to such a Loan Modification   Offer, an “Affected Class”) to make one or more Permitted Amendments (as   defined below) pursuant to procedures reasonably specified by the   Administrative Agent and reasonably acceptable to the Borrower. Such notice   shall set forth (i) the terms and conditions of the requested Permitted   Amendment and (ii) the date on which such Permitted Amendment is requested to   become effective (which shall not be less than 10 Business Days nor more than   30 Business Days after the date of such notice) (or such shorter periods as   are acceptable to the Administrative Agent). Permitted Amendments shall   become effective only with respect to the Loans and Commitments of the   Lenders of the Affected Class that accept the applicable Loan Modification   Offer (such Lenders, the “Accepting Lenders”) and, in the case of any   Accepting Lender, only with respect to such Lender’s Loans and Commitments of   such Affected Class as to which such Lender’s acceptance has been made. In   the event that the aggregate amount of Term Loans and Revolving Credit   Commitments (which, for the avoidance of doubt, shall include any previously   extended Extended Revolving Credit Commitments of such tranche) of Accepting   Lenders exceeds the amount of Extended Term Loans and Extended Revolving   Credit Commitments permitted pursuant to the Loan Modification Offer, Term   Loans and Revolving Credit Commitments subject to Loan Modification Offers   shall be converted to Extended Term Loans and Extended Revolving Credit   Commitments on a pro rata basis based on the amount of Term Loans and   Revolving Credit Commitments included in each Accepting Lender’s acceptance   of the Loan Modification Offer or as may be otherwise agreed to in the   applicable Loan Modification Amendment. (b) The Borrower and each Accepting   Lender shall execute and deliver to the Administrative Agent a Loan   Modification Agreement and such other documentation as the Administrative   Agent shall reasonably specify to evidence the acceptance of the Permitted   Amendments and the terms and conditions thereof. The Administrative Agent   shall promptly notify each Lender as to the effectiveness of each Loan   Modification Agreement. (c) Notwithstanding anything to the contrary   contained in this Agreement, (i) on any date on which any Affected Class is   converted to extend the related scheduled maturity date(s) in accordance with   paragraph (a) above (an “Extension Date”), (I) in the case of the existing   Term Loans of each Accepting Lender of the Affected Class, the aggregate   principal amount of such existing Term Loans shall be deemed reduced by an   amount equal to the aggregate principal amount of Term Loans so converted by   such Lender on such date (the “Extended Term Loans”), and the Extended Term   Loans shall be established as a separate Class of Term Loans from the Affected   Class of Term Loans and from any other Existing Class of Term Loans (together   with any other Extended Term Loans so established on such date), and (II) in   the case of the existing Revolving Credit Commitments of each Accepting   Lender with respect the Affected Class, the aggregate principal amount of   such existing Revolving Credit Commitments shall be deemed reduced by an   amount equal to the aggregate principal amount of Revolving Credit   Commitments so converted by such Lender on such date (the “Extended Revolving   Credit Commitments”), and such Extended Revolving Credit Commitments shall be   established as a separate Class of Revolving Credit Commitments from the   Affected Class and from any other Existing Class of Revolving Credit   Commitments (together with any other Extended Revolving Credit Commitments so   established on such date) and (ii) if, on any Extension Date, any Revolving   Credit Loans of any Accepting Lender are outstanding under the Affected Class   of Revolving Credit 


    




 










Commitments,   such Revolving Credit Loans (and any related participations) shall be deemed   to be allocated as Revolving Credit Loans (and related participations) under   the Extended Revolving Credit Commitments in the same proportion as such   Accepting Lender’s Revolving Credit Commitments of the Affected Class to such   Accepting Lender’s Extended Revolving Credit Commitments. (d) With respect to   any Extended Revolving Credit Commitments (i) the borrowing and repayment   (other than in connection with a permanent repayment and termination of   commitments) of the Revolving Credit Loans under any Extended Revolving   Credit Commitments shall be made on a pro rata basis with any borrowings and   repayments of the Existing Revolving Credit Loans of the Affected Class (the   mechanics for which may be implemented through the applicable Loan   Modification Amendment and may include technical changes related to the   borrowing and repayment procedures Affected Class), and (ii) such Extended   Revolving Credit Commitments shall be treated identically to all existing   Revolving Credit Commitments of the Affected Class for purposes of the   obligations of a Revolving Credit Lender in respect of Letters of Credit   under Section 3; provided that, notwithstanding the foregoing, the applicable   Loan Modification Amendment may provide that the L/C Maturity Date may be   extended and the related obligations to issue Letters of Credit may be   continued (pursuant to mechanics to be specified in the applicable Loan   Modification Amendment) so long as the Letter of Credit Issuer has consented   to such extensions (it being understood that no consent of any other Lender   shall be required in connection with any such extension). If so provided in   the applicable Loan Modification Agreement, participations in Letters of Credit   expiring after the L/C Maturity Date (without giving effect to such Loan   Modification Agreement) shall be re-allocated to Accepting Lenders of the   Affected Class in accordance with the terms of such Loan Modification   Agreement and pursuant to such procedures as may be designated by the   Administrative Agent. (e) Each of the parties hereto hereby agrees that, upon   the effectiveness of any Loan Modification Agreement, this Agreement shall be   deemed amended to the extent (but only to the extent) necessary to reflect   the existence and terms of the Permitted Amendment evidenced thereby and only   with respect to the Loans and Commitments of the Accepting Lenders of the   Affected Class (including any amendments necessary to treat the Loans and   Commitments of the Accepting Lenders of the Affected Class as Term Loans,   Revolving Credit Loans and/or Revolving Credit Commitments). Notwithstanding   the foregoing, no Permitted Amendment shall become effective under this   Section 2.18 unless the Administrative Agent, to the extent so reasonably   requested by the Administrative Agent, shall have received corporate   documents, officers’ certificates and legal opinions consistent with those   delivered on the Closing Date under Sections 6.3 and 6.9. (f) “Permitted   Amendments” shall be (A) an extension of the final maturity date of the   applicable Loans and/or Commitments of the Accepting Lenders, (B) a   reduction, elimination or extension, of the scheduled amortization of the   applicable Loans of the Accepting Lenders, (C) a change in rate of interest   (including a change to the Applicable ABR Margin, the Applicable LIBOR Margin   and any provision establishing a minimum rate), premium or other amount with   respect to the applicable Loans and/or Commitments of the Accepting Lenders   and/or a change in the payment of fees to the Accepting Lenders (such change   and/or payments to be in the form of cash, Capital Stock or other property to   the extent not prohibited by this Agreement) and/or a change in, or   imposition of, “MFN” pricing protection with respect to additional Loans made   after the date of such Permitted Amendment, (D) any additional or different   financial or other covenants or other provisions that are agreed between the   Borrower, the Administrative Agent and the Accepting Lenders; provided that   such covenants and provisions are applicable only during periods after the   Latest Maturity Date that is in effect on the effective date of such   Permitted Amendment and (E) any other amendment to a Credit Document


    




 










 required to give effect to the Permitted   Amendments described in clauses (A) to (D) of this Section 2.18(f). This   Section 2.18 shall supersede any provisions in Section 5.2, 13.1 or 13.8(a)   to the contrary. 2.19 Refinancing Amendments . (a) At any time after the Closing   Date, the Borrower may obtain, from any Lenders or any Additional Lenders   (provided, that the Administrative Agent (and, solely with respect to any   Refinancing Amendment establishing any Revolving Credit Commitments, each   Letter of Credit Issuer) shall have consented to such Additional Lender’s   providing any Refinancing Commitments to the extent such consent would be   required under Section 13.6(b) for an assignment of Loans or Commitments, as   applicable, to such Additional Lender; provided, further, that any Lender   offered or approached to provide all or a portion of the Refinancing   Commitments may elect or decline, in its sole discretion, to provide a   Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect   of (a) all or any portion of the Term Loans then outstanding under this   Agreement or (b) all or any portion of the Revolving Credit Loans (or unused   Revolving Credit Commitments) under this Agreement, in the form of (x)   Refinancing Term Loans or Refinancing Term Loan Commitments or (y)   Refinancing Revolving Credit Loans or Refinancing Revolving Credit   Commitments, as the case may be, in each case pursuant to a Refinancing   Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan   Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving   Credit Commitments: (i) will rank pari passu in right of payment and of   security with the other Loans and Commitments hereunder; (ii) will have such   pricing, premiums and optional prepayment terms as may be agreed by the   Borrower and the Lenders thereof; (iii) (x) with respect to any Refinancing   Revolving Credit Loans or Refinancing Revolving Credit Commitments, will have   a Maturity Date that is not prior to the Maturity Date of Revolving Credit   Loans (or unused Revolving Credit Commitments) being refinanced, and (y) with   respect to any Refinancing Term Loans or Refinancing Term Loan Commitments,   will have a Maturity Date that is not prior to the Maturity Date of, and will   have a Weighted Average Life to Maturity that is not shorter than the Term   Loans being refinanced; (iv) subject to clause (ii) above, will have terms   and conditions that reflect market terms and conditions at the time of   incurrence and issuance; provided, that, to the extent such terms and   documentation are not substantially identical to the Indebtedness being   refinanced, (x) such terms (taken as a whole) shall be less favorable to the   providers of such Permitted First Priority Refinancing Debt than those   applicable to the Indebtedness being refinanced, except, in each case, for   financial or other covenants or other provisions contained in such   Indebtedness that are applicable only after the then Latest Maturity Date,   and (y) such documentation shall be reasonably acceptable to the   Administrative Agent; (v) shall not be secured by any property or assets of   Holdings and its Subsidiaries other than the Collateral; and (vi) no Person   shall guarantee such Indebtedness unless it is a Guarantor (or becomes a   Guarantor substantially concurrently with the incurrence of such Indebtedness   or the issuance


    




 










of such   guarantee); provided that, if, at any time, such Person ceases to be a   Guarantor, it shall not guarantee such Indebtedness. (b) The proceeds of such   Credit Agreement Refinancing Indebtedness shall be applied, substantially   concurrently with the incurrence thereof, to the pro rata prepayment of   outstanding Term Loans or reduction of Revolving Credit Commitments being so   refinanced (and repayment of Revolving Credit Loans outstanding thereunder),   as applicable. Any Refinancing Amendment may provide for the issuance of   Letters of Credit for the account of the Borrower, pursuant to any   Refinancing Revolving Credit Commitments established thereby, on terms   substantially equivalent to the terms applicable to Letters of Credit under   the Revolving Credit Commitments subject to the approval of the Letter of   Credit Issuer. (c) The Administrative Agent shall promptly notify each Lender   as to the effectiveness of each Refinancing Amendment. Each of the parties   hereto hereby agrees that, upon the effectiveness of any Refinancing   Amendment, this Agreement shall be deemed amended to the extent (but only to   the extent) necessary to reflect the existence and terms of the Credit   Agreement Refinancing Indebtedness incurred pursuant thereto (including any   amendments necessary to treat the Loans and Commitments subject thereto as   Refinancing Term Loans, Refinancing Revolving Credit Loans, Refinancing   Revolving Credit Commitments and/or Refinancing Term Loan Commitments) and to   treat any such Refinancing Term Loans or Refinancing Term Loan Commitments as   Term Loans or Term Loan Commitments and to treat such Refinancing Revolving   Credit Loans or Refinancing Revolving Credit Commitments as Revolving Credit   Loans or Revolving Credit Commitments. (d) Any Refinancing Amendment may,   without the consent of any other Lenders, effect such amendments to this   Agreement, any Intercreditor Agreement (or to effect a replacement of any   Intercreditor Agreement) and the other Credit Documents as may be necessary   or appropriate, in the reasonable opinion of the Administrative Agent and the   Borrower, to effect the provisions of this Section 2.19. In addition, if so   provided in the relevant Refinancing Amendment and with the consent of the   Letter of Credit Issuer, participations in Letters of Credit expiring on or   after the Revolving Termination Date shall be reallocated from Lenders   holding Revolving Credit Commitments to Lenders holding extended Revolving   credit Commitments in accordance with the terms of such Refinancing   Amendment; provided, however, that such participation interests shall, upon   reallocation thereof to the relevant Lenders holding Revolving Credit   Commitments, be deemed to be participations in respect of such Letters of   Credit and the terms of such participations (including, without limitation,   the fees applicable thereto) shall be adjusted accordingly among Lenders   holding extended revolving credit commitments. (e) This Section 2.19 shall   supersede any provisions in Section 5.2, 13.1 or 13.8(a) to the contrary.   2.20 Repricing Protection . In the event that, prior to the six-month   anniversary of the Sixth Amendment Effective Date, (i) there shall occur any   amendment, amendment and restatement or other modification of this Agreement   that has the effect of reducing the Applicable Margin with respect to any   Term B Loans (including any reduction or elimination of any “LIBOR floor”) or   (ii) all or a portion of any Term B Loans, are prepaid or refinanced   substantially concurrently with, or with the proceeds of, Indebtedness under   any term loan financings   (including any new or additional Indebtedness under this Agreement) having an   Initial Yield lower than the applicable total yield of the Term B Loans (as   determined by the Administrative Agent to be equal to (x) the Applicable   Margin then in effect for Term B Loans that are LIBOR Loans plus (y) the one   month Adjusted LIBO Rate applicable to Term B Loans, then each such   amendment, amendment and restatement, modification, prepayment or


    




 










refinancing, as   the case may be, shall be accompanied by a fee or prepayment premium, as   applicable, equal to 1.00% of the outstanding principal amount of the Term B   Loans affected by such amendment, amendment and restatement or modification,   or subject to such prepayment or refinancing. As a condition to effectiveness   of any required assignment by any non-consenting Lender of its Term B Loans   pursuant to Section 13.7 in respect of any amendment, amendment and   restatement or modification to this Agreement effective prior to the   six-month anniversary of the Sixth Amendment Effective Date that has the   effect of reducing the applicable total yield (as determined by the   Administrative Agent on the same basis) for any Term B Loans, the Borrower   shall pay to such non-consenting Lender of Term B Loans a premium or fee   equal to the premium or fee that would apply pursuant to the preceding   sentence if such non-consenting Lender’s Term B Loans being assigned were   being prepaid and subject to the premium or fee set forth in the immediately   preceding sentence. 2.21 Refinancing Term B Loans; New Term B Loans . (a)   Immediately prior to the effectiveness of the Sixth Amendment, each Lender   having a Term B Loan Commitment on the Sixth Amendment Effective Date   severally agrees to make a Refinancing Term B Loan to the Borrower, which   Refinancing Term B Loan shall not exceed, for any such Lender, the Term B   Loan Commitment of such Lender. Such Refinancing Term B Loan (i) shall be   made on the Sixth Amendment Effective Date immediately prior to the   effectiveness of the Sixth Amendment, (ii) shall be subject to Section   2.19(b), (iii) may be repaid or prepaid in accordance with the provisions   hereof, but once repaid or prepaid, may not be reborrowed and (iv) shall not   exceed the aggregate total of all Term B Loan Commitments as of the Sixth   Amendment Effective Date. The proceeds of such Refinancing Term B Loans shall   be applied to repay the Existing Term B Loans immediately prior to the   effectiveness of the Sixth Amendment. On the Term B Loan Maturity Date, all   Refinancing Term B Loans shall be repaid in full. (b) Immediately after the   effectiveness of the Sixth Amendment, each Lender having a New Term B Loan   Commitment severally agrees to make a New Term B Loan to the Borrower, which   New Term B Loan shall not exceed, for any such Lender, the New Term B   Commitment of such Lender. Such New Term B Loan (i) shall be made on the   Sixth Amendment Effective Date immediately after the effectiveness of the   Sixth Amendment, (ii) shall be subject to Section 2.17(e), (iii) may be repaid   or prepaid in accordance with the provisions hereof, but once repaid or   prepaid, may not be reborrowed, (iv) shall not exceed in the aggregate the   total of all New Term B Loan Commitments and (v) shall be of the same Class   as the Refinancing Term B Loans (it being understood that from and after the   making of the New Term B Loans, such New Term B Loans shall be treated as   Term B Loans under this Agreement and the other Credit Documents). The   proceeds of such New Term B Loans shall be applied (i) to redeem or   repurchase a portion of the Senior Subordinated Notes, (ii) finance the   NuLink Acquisition, (iii) to pay fees and expenses and other additional   amounts incurred or owing in connection with the transactions contemplated in   the Sixth Amendment and (iv) for general corporate purposes. On the Term B   Loan Maturity Date, all New Term B Loans shall be repaid in full. 2.22   Cashless Rollover of Term Loans . Notwithstanding anything to the contrary in   this Agreement, any Lender may exchange, continue or rollover all or a   portion of its Loans in connection with any refinancing, extension, loan   modification or similar transaction permitted by the terms of this Agreement,   pursuant to a cashless settlement mechanism approved by the Borrower, the   Administrative Agent and such Lender.


    




 









 



SECTION 3. Letters of Credit 3.1 Letters of Credit . (a) Subject to and upon the terms and conditions herein set forth,   at any time and from time to time after the Closing Date and prior to the   date that is 30 days prior to the Revolving Credit Maturity Date, the   Borrower may request that the Letter of Credit Issuer issue for the account   of the Borrower (or any Restricted Subsidiary of the Borrower so long as the   Borrower is a joint and several co-applicant with respect thereto) standby   letter or letters of credit denominated in Dollars (the “Letters of Credit” and   each a “Letter of Credit”) in such form as may be approved by the Letter of   Credit Issuer, in its reasonable discretion. The Borrower’s reimbursement   obligations in respect of each Existing Letter of Credit, and each L/C   Participant’s participation obligations in connection therewith, shall be   governed by the terms of this Agreement. (b) Notwithstanding the foregoing,   (i) no Letter of Credit shall be issued the Stated Amount of which, when   added to the Letters of Credit Outstanding at such time, would exceed the   Letter of Credit Commitment then in effect; (ii) no Letter of Credit   shall be issued the Stated Amount of which would cause the aggregate amount   of the Lenders’ Revolving Credit Exposures at such time to exceed the Total   Revolving Credit Commitment then in effect; (iii) each Letter of Credit shall   have an expiration date occurring no later than one year after the date of   issuance thereof, unless otherwise agreed upon by the Administrative Agent   and the Letter of Credit Issuer; provided that in no event shall such   expiration date occur later than the L/C Maturity Date (except to the   extent provided in Section 2.18(d), Section 2.19(d) or Section 3.2(c)),   unless the Borrower agrees, at the time of such request, to Cash   Collateralize such Letter of Credit on the Business Day prior to the L/C   Maturity Date on terms reasonably acceptable to the Letter of Credit Issuer;   provided that the Borrower’s failure to so Cash Collateralize such Letter of   Credit on the Business Day prior to the L/C Maturity Date shall constitute an   Event of Default; (iv) no Letter of Credit shall be issued if it would   be illegal under any applicable law for the beneficiary of the Letter of   Credit to have a Letter of Credit issued in its favor; (v) no Letter of   Credit shall be issued by the Letter of Credit Issuer after it has received a   written notice from the Borrower or any Lender stating that a Default or   Event of Default has occurred and is continuing until such time as the Letter   of Credit Issuer shall have received a written notice of (x) rescission   of such notice from the party or parties originally delivering such notice or   (y) the waiver of such Default or Event of Default in accordance with   the provisions of Section 13.1; (vi) the Letter of Credit Issuer shall   be under no obligation to issue any Letter of Credit if any Lender is at that   time a Defaulting Lender, if after giving effect to Section 2.15(a)(iii), any   Defaulting Lender Fronting Exposure remains outstanding, unless such Letter   of Credit Issuer has entered into arrangements, including the delivery of   Cash Collateral, reasonably satisfactory to such Letter of Credit Issuer,   with the Borrower or such Lender to eliminate such Letter of Credit Issuer’s   Defaulting Lender Fronting Exposure arising from the Letter of Credit then   proposed to be issued and such Letter of Credit and all other Letter of   Credit Exposure as to which such the Letter of Credit Issuer has Defaulting   Lender Fronting Exposure and (vii) no Letter of Credit Issuer shall be   obligated to issue Letters of Credit which are trade or commercial Letters of   Credit. (c) Upon at least one Business Day’s prior written notice (or   telephonic notice promptly confirmed in writing) to the Administrative Agent   and the Letter of Credit Issuer (which notice the Administrative Agent shall   promptly transmit to each of the applicable Lenders), the Borrower shall have   the right, on any day, to terminate or permanently reduce the Letter of   Credit Commitment in whole or in part; provided that, after giving effect to   such termination or reduction, the Letters of Credit Outstanding shall not   exceed the Letter of Credit Commitment. 


    




 










 3.2 Letter of Credit Requests . (a) Whenever   the Borrower desires that a Letter of Credit be issued for its account or for   the account of any of its Subsidiaries, it shall give the Administrative   Agent and the Letter of Credit Issuer at least five (or such lesser number as   may be agreed upon by the Administrative Agent and the Letter of Credit   Issuer) Business Days’ written notice thereof. Each such notice shall be   executed by the Borrower and shall be in the form of Exhibit G (or such other form that is standard for the Letter of   Credit Issuer at such time) (each a “Letter of Credit Request”). (b) The   making of each Letter of Credit Request shall be deemed to be a   representation and warranty by the Borrower that the Letter of Credit may be   issued in accordance with, and will not violate the requirements of, Section   3.1(b). (c) If the Borrower so requests in any applicable Letter of Credit   Request, the Letter of Credit Issuer may agree to issue a Letter of Credit   that has automatic extension provisions (each, an “Auto-Extension Letter of   Credit”); provided that any such Auto-Extension Letter of Credit must permit   the Letter of Credit Issuer to prevent any such extension at least once in   each twelve-month period (commencing with the date of issuance of such Letter   of Credit) by giving prior notice to the beneficiary thereof not later than a   day (the “Non-Extension Notice Date”) in each such twelve-month period to be   agreed upon at the time such Letter of Credit is issued. Unless otherwise   directed by the Letter of Credit Issuer, the Borrower shall not be required   to make a specific request to the Letter of Credit Issuer for any such extension.   Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be   deemed to have authorized (but may not require) the Letter of Credit Issuer   to permit the extension of such Letter of Credit at any time to an expiry   date not later than the L/C Maturity Date; provided, however, that the Letter   of Credit Issuer shall not permit any such extension if (A) the Letter of   Credit Issuer has determined that it would not be permitted, or would have no   obligation, at such time to issue such Letter of Credit in its revised form   (as extended) under the terms hereof (by reason of the provisions of Section   3.1(b) or otherwise), or (B) it has received notice (which may be by   telephone or in writing) on or before the day that is two Business Days   before the Non-Extension Notice Date (1) from the Administrative Agent that   the Required Revolving Credit Lenders have elected not to permit such   extension or (2) from the Administrative Agent, the Required Revolving Credit   Lenders or the Borrower that one or more of the applicable conditions   specified in Section 7.2 are not then satisfied, and in each such case   directing the Letter of Credit Issuer not to permit such extension. 3.3   Letter of Credit Participations . (a) Immediately upon the issuance by the   Letter of Credit Issuer of any Letter of Credit (and on the Closing Date,   with respect to all Existing Letters of Credit), the Letter of Credit Issuer   shall be deemed to have sold and transferred to each other Lender that has a   Revolving Credit Commitment (each such other Lender, in its capacity under   this Section 3.3, an “L/C Participant”), and   each such L/C Participant shall be deemed irrevocably and unconditionally to   have purchased and received from the Letter of Credit Issuer, without   recourse or warranty, an undivided interest and participation (each an “L/C   Participation”), to the extent of such L/C Participant’s Revolving Credit   Commitment Percentage, in such Letter of Credit, each drawing made thereunder   and the obligations of the Borrower under this Agreement with respect   thereto, and any security therefor or guaranty pertaining thereto. Subject to   Section 5.2(b), in the event that there are Letters of Credit outstanding on   (i) the Non-Extended Revolving Credit Maturity Date or (ii) an earlier date   that is a Business Day specified in a written notice to the Administrative   Agent by the Borrower on at least three Business Days prior written notice   (solely to the extent (x) the Non-Extended Revolving Credit Loans are being   repaid in full on such date, (y) all Non-Extended Revolving Credit   Commitments have been terminated on or prior to such date and (z) the   Aggregate Revolving Credit Outstandings would not exceed 100% of the Total   Revolving Credit Commitment as then in effect immediately after giving effect   to such repayment and termination and the reallocation contemplated in this   sentence) (such date, the 


    




 










 “Reallocation Date”), participations in such   Letters of Credit shall be reallocated to the Fourth Amendment Extended   Revolving Credit Lenders on the Reallocation Date pursuant to such procedures   as may be designated by the Administrative Agent such that the Fourth   Amendment Extended Revolving Credit Lenders are L/C Participants with respect   to such Letters of Credit to the extent of each such L/C Participant’s   Revolving Credit Commitment Percentage (immediately after giving effect to   the expiration or termination of the Non-Extended Revolving Credit   Commitments on the Reallocation Date). (b) Letter of Credit Fees will be paid   directly to the Administrative Agent for the ratable account of the L/C   Participants as provided in Section 4.1(b). The L/C Participants shall   have no right to receive any portion of any L/C Fronting Fees. (c) In   determining whether to pay under any Letter of Credit, the Letter of Credit   Issuer shall have no obligation relative to the L/C Participants other than   to confirm that any documents required to be delivered under such Letter of   Credit have been delivered and that they appear to comply on their face with   the requirements of such Letter of Credit. Any action taken or omitted to be   taken by the Letter of Credit Issuer under or in connection with any Letter   of Credit issued by it, if taken or omitted in the absence of gross   negligence or willful misconduct, shall not create for the Letter of Credit   Issuer any resulting liability. (d) In the event that the Letter of Credit   Issuer makes any payment under any Letter of Credit issued by it and the   Borrower shall not have repaid such amount in full to the Letter of Credit Issuer   pursuant to Section 3.4(a), the Letter of Credit Issuer shall promptly   notify the Administrative Agent and each L/C Participant of such failure, and   each L/C Participant shall promptly and unconditionally pay to the   Administrative Agent, for the account of the Letter of Credit Issuer, the   amount of such L/C Participant’s Revolving Credit Commitment Percentage of   such unreimbursed payment in Dollars and in immediately available funds;   provided, however, that no L/C Participant shall be obligated to pay to the   Administrative Agent, for the account of the Letter of Credit Issuer its   Revolving Credit Commitment Percentage of such unreimbursed amount arising   from any wrongful payment made by the Letter of Credit Issuer under a Letter   of Credit as a result of acts or omissions constituting willful misconduct or   gross negligence on the part of the Letter of Credit Issuer. If the Letter of   Credit Issuer so notifies, prior to 11:00 a.m. (New York City time) on any   Business Day, any L/C Participant required to fund a payment under a Letter   of Credit, such L/C Participant shall make available to the Administrative   Agent, for the account of the Letter of Credit Issuer, such L/C Participant’s   Revolving Credit Commitment Percentage of the amount of such payment on such Business   Day in immediately available funds. If and to the extent such L/C Participant   shall not have so made its Revolving Credit Commitment Percentage of the   amount of such payment available to the Administrative Agent, for the account   of the Letter of Credit Issuer, such L/C Participant agrees to pay to the   Administrative Agent, for the account of the Letter of Credit Issuer,   forthwith on demand, such amount, together with interest thereon for each day   from such date until the date such amount is paid to the Administrative   Agent, for the account of the Letter of Credit Issuer, at the Federal Funds   Effective Rate. The failure of any L/C Participant to make available to the   Administrative Agent, for the account of the Letter of Credit Issuer, its   Revolving Credit Commitment Percentage of any payment under any Letter of   Credit shall not relieve any other L/C Participant of its obligation   hereunder to make available to the Administrative Agent, for the account of   the Letter of Credit Issuer, its Revolving Credit Commitment Percentage of   any payment under such Letter of Credit on the date required, as specified   above, but no L/C Participant shall be responsible for the failure of any   other L/C Participant to make available to the Administrative Agent, such other   L/C Participant’s Revolving Credit Commitment Percentage of any such payment.   


    




 










 (e) Whenever the Letter of Credit Issuer   receives a payment in respect of an unpaid reimbursement obligation as to   which the Administrative Agent has received for the account of the Letter of   Credit Issuer any payments from the L/C Participants pursuant to   paragraph (d) above, the Letter of Credit Issuer shall pay to the   Administrative Agent, and the Administrative Agent shall promptly pay to each   L/C Participant that has paid its Revolving Credit Commitment Percentage of   such reimbursement obligation, in immediately available funds, an amount   equal to such L/C Participant’s share (based upon the proportionate aggregate   amount originally funded by such L/C Participant to the aggregate amount   funded by all L/C Participants) of the principal amount of such reimbursement   obligation and interest thereon accruing after the purchase of the respective   L/C Participations. (f) The obligations of the L/C Participants to make   payments to the Administrative Agent for the account of the Letter of Credit   Issuer with respect to Letters of Credit shall be irrevocable and not subject   to counterclaim, set-off or other defense or any other qualification or   exception whatsoever and shall be made in accordance with the terms and   conditions of this Agreement under all circumstances, including under any of   the following circumstances: (i) any lack of validity or enforceability of   this Agreement or any of the other Credit Documents; (ii) the existence of   any claim, set-off, defense or other right that the Borrower may have at any   time against a beneficiary named in a Letter of Credit, any transferee of any   Letter of Credit (or any Person for whom any such transferee may be acting), the   Administrative Agent, the Letter of Credit Issuer, any Lender or other   Person, whether in connection with this Agreement, any Letter of Credit, the   transactions contemplated herein or any unrelated transactions (including any   underlying transaction between the Borrower and the beneficiary named in any   such Letter of Credit); (iii) any draft, certificate or any other document   presented under any Letter of Credit proving to be forged, fraudulent,   invalid or insufficient in any respect or any statement therein being untrue   or inaccurate in any respect; (iv) the surrender or impairment of any   security for the performance or observance of any of the terms of any of the   Credit Documents; or (v) the occurrence of any Default or Event of Default;   provided, however, that no L/C Participant shall be obligated to pay to the   Administrative Agent for the account of the Letter of Credit Issuer its   Revolving Credit Commitment Percentage of any unreimbursed amount arising   from any wrongful payment made by the Letter of Credit Issuer under a Letter   of Credit as a result of acts or omissions constituting willful misconduct or   gross negligence on the part of the Letter of Credit Issuer. 3.4 Agreement to   Repay Letter of Credit Drawings . (a) The Borrower hereby agrees to reimburse   the Letter of Credit Issuer, by making payment to the Administrative Agent in   immediately available funds for any payment or disbursement made by the   Letter of Credit Issuer under any Letter of Credit (each such amount so paid   until reimbursed, an “Unpaid Drawing”) (i) within one Business Day of the   date of such payment or disbursement if the Letter of Credit Issuer provides   notice to the Borrower of such payment or disbursement prior to 10:00 a.m.   (New York City time) on such next succeeding Business Day from the date of   such payment or disbursement or (ii) if such notice is received after such 


    




 










 time, on the next Business Day following the   date of receipt of such notice (such required date for reimbursement under   clause (i) or (ii), as applicable, on such Business Day (the “Required   Reimbursement Date”)), with interest on the amount so paid or disbursed by   such Letter of Credit Issuer, from and including the date of such payment or   disbursement to but excluding the Required Reimbursement Date, at the per   annum rate for each day equal to the rate described in Section 2.8(a);   immediately after, and in any event on the date of, such payment, with   interest on the amount so paid or disbursed by the Letter of Credit Issuer,   from and including the date of such payment or disbursement to but excluding   the date the Letter of Credit Issuer is reimbursed therefor at a rate per   annum that shall at all times be the Applicable ABR Margin plus the ABR as in   effect from time to time; provided that, notwithstanding anything contained   in this Agreement to the contrary, (i) unless the Borrower shall have   notified the Administrative Agent and the Letter of Credit Issuer prior to   10:00 a.m. (New York time) on the Required Reimbursement Date that the   Borrower intends to reimburse the Letter of Credit Issuer for the amount of   such drawing with funds other than the proceeds of Loans, the Borrower shall   be deemed to have given a Notice of Borrowing requesting that the Lenders   with Revolving Credit Commitments make Revolving Credit Loans (which shall be   ABR Loans) on the Required Reimbursement Date in an amount equal to the amount   of such drawing and (ii) the Administrative Agent shall promptly notify   each L/C Participant of such drawing and the amount of its Revolving Credit   Loan to be made in respect thereof, and each L/C Participant shall be   irrevocably obligated to make a Revolving Credit Loan to the Borrower in the   manner deemed to have been requested in the amount of its Revolving Credit   Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (New   York City time) on such Required Reimbursement Date by making the amount of   such Revolving Credit Loan available to the Administrative Agent. Such   Revolving Credit Loans shall be made without regard to the Minimum Borrowing   Amount. The Administrative Agent shall use the proceeds of such Revolving   Credit Loans solely for purpose of reimbursing the Letter of Credit Issuer   for the related Unpaid Drawing. (b) The obligations of the Borrower under   this Section 3.4 to reimburse the Letter of Credit Issuer with respect to   Unpaid Drawings (including, in each case, interest thereon) shall be absolute   and unconditional under any and all circumstances and irrespective of any   set-off, counterclaim or defense to payment that the Borrower or any other   Person may have or have had against the Letter of Credit Issuer, the   Administrative Agent or any Lender (including in its capacity as an L/C   Participant), including any defense based upon the failure of any drawing   under a Letter of Credit (each a “Drawing”) to conform to the terms of the   Letter of Credit or any non-application or misapplication by the beneficiary   of the proceeds of such Drawing; provided that the Borrower shall not be   obligated to reimburse the Letter of Credit Issuer for any wrongful payment   made by the Letter of Credit Issuer under the Letter of Credit issued by it as   a result of acts or omissions constituting willful misconduct or gross   negligence on the part of the Letter of Credit Issuer. 3.5 Increased Costs .   If after the date hereof, the adoption of any Change in Law shall either (a)   impose, modify or make applicable any reserve, deposit, capital adequacy or   similar requirement against letters of credit issued by the Letter of Credit   Issuer, or any L/C Participant’s L/C Participation therein, or   (b) impose on the Letter of Credit Issuer or any L/C Participant any other   conditions affecting its obligations under this Agreement in respect of   Letters of Credit or L/C Participations therein or any Letter of Credit or   such L/C Participant’s L/C Participation therein, and the result of any of   the foregoing is to increase the cost to the Letter of Credit Issuer or such   L/C Participant of issuing, maintaining or participating in any Letter of   Credit, or to reduce the amount of any sum received or receivable by the   Letter of Credit Issuer or such L/C Participant hereunder (other than any   such increase or reduction attributable to Taxes, which shall be governed by   Section 2.11(a)(ii)) in respect of Letters of Credit or L/C Participations   therein, then, promptly after receipt of written demand to the Borrower by   the Letter of Credit Issuer or such L/C Participant, as the case may be (a   copy of 


    




 










 which notice shall be sent by the Letter of   Credit Issuer or such L/C Participant to the Administrative Agent), the   Borrower shall pay to the Letter of Credit Issuer or such L/C Participant   such additional amount or amounts as will compensate the Letter of Credit   Issuer or such L/C Participant for such increased cost or reduction, it being   understood and agreed, however, that the Letter of Credit Issuer or a L/C   Participant shall not be entitled to such compensation as a result of such   Person’s compliance with, or pursuant to any request or directive to comply   with, any such law, rule or regulation as in effect on the date hereof. A   certificate submitted to the Borrower by the Letter of Credit Issuer or a   L/C Participant, as the case may be (a copy of which certificate shall   be sent by the Letter of Credit Issuer or such L/C Participant to the   Administrative Agent) setting forth in reasonable detail the basis for the   determination of such additional amount or amounts necessary to compensate   the Letter of Credit Issuer or such L/C Participant as aforesaid shall be   conclusive and binding on the Borrower absent clearly demonstrable error. 3.6   New or Successor Letter of Credit Issuer . Any Letter of Credit Issuer may   resign as Letter of Credit Issuer upon 30 days’ prior written notice to   the Administrative Agent, the Lenders and the Borrower. Subject to the terms   of the following sentence, the Borrower may replace the Letter of Credit   Issuer for any reason upon written notice to the Administrative Agent and the   Letter of Credit Issuer and the Borrower may add Letter of Credit Issuers at   any time. If the Letter of Credit Issuer shall resign or be replaced, or if   the Borrower shall decide to add a new Letter of Credit Issuer under this   Agreement, then the Borrower may appoint from among the Lenders with   Revolving Credit Commitments a successor issuer of Letters of Credit or a new   Letter of Credit Issuer, as the case may be, that is willing so to act, with   the consent of the Administrative Agent (such consent not to be unreasonably   withheld), whereupon such successor issuer shall succeed to the rights,   powers and duties of the replaced or resigning Letter of Credit Issuer under   this Agreement and the other Credit Documents, or such new issuer of Letters   of Credit shall be granted the rights, power and duties of a Letter of Credit   Issuer hereunder, and the term “Letter of Credit Issuer” shall mean such   successor issuer or such new issuer of Letters of Credit effective upon such   appointment. At the time such resignation or replacement shall become   effective, the Borrower shall pay to the resigning or replaced Letter of   Credit Issuer all accrued and unpaid fees pursuant to Sections 4.1(c)   and (d). The acceptance of any appointment as the Letter of Credit Issuer   hereunder, whether as a successor issuer or new issuer of Letters of Credit   in accordance with this Agreement, shall be evidenced by an agreement entered   into by such new or successor issuer of Letters of Credit, in a form   satisfactory to the Borrower and the Administrative Agent (which, in the case   of any new issuer of Letters of Credit, shall set forth the Letter of Credit   Commitment with respect to such new issuer of Letters of Credit (which such   Letter of Credit Commitment may increase the aggregate amount of the   then-outstanding Letter of Credit Commitment); provided that, in no event   shall the aggregate amount of Letter of Credit Commitments hereunder exceed   $40,000,000) and, from and after the effective date of such agreement, such   new or successor Lender shall have become a “Letter of Credit Issuer”   hereunder. After the resignation or replacement of any Letter of Credit   Issuer hereunder, the resigning or replaced Letter of Credit Issuer shall   remain a party hereto and shall continue to have all the rights and   obligations of a Letter of Credit Issuer under this Agreement and the other   Credit Documents with respect to Letters of Credit issued by it prior to such   resignation or replacement, but shall not be required to issue additional   Letters of Credit. In connection with any resignation or replacement pursuant   to this Section 3.6 (but, in case of any such resignation, only to the extent   that a successor issuer of Letters of Credit shall have been appointed),   either (i) the Borrower, the resigning or replaced Letter of Credit Issuer   and the successor issuer of Letters of Credit shall arrange to have any   outstanding Letters of Credit issued by the resigning or replaced Letter of Credit   Issuer replaced with Letters of Credit issued by the successor issuer of   Letters of Credit or (ii) the Borrower shall cause the successor issuer of   Letters of Credit, if such successor issuer is reasonably satisfactory to the   replaced or resigning Letter of Credit Issuer, to issue “back-stop” Letters   of Credit naming the resigning or replaced 


    




 










 Letter of Credit Issuer as beneficiary for   each outstanding Letter of Credit issued by the resigning or replaced Letter   of Credit Issuer, which new Letters of Credit shall have a face amount equal   to the Letters of Credit being back-stopped, and the sole requirement for   drawing on such new Letters of Credit shall be a drawing on the corresponding   back-stopped Letters of Credit. After any resigning or replaced Letter of   Credit Issuer’s resignation or replacement as a Letter of Credit Issuer, the   provisions of this Agreement relating to such Letter of Credit Issuer shall   inure to its benefit as to any actions taken or omitted to be taken by it (a) while   it was a Letter of Credit Issuer under this Agreement or (b) at any time   with respect to Letters of Credit issued by such Letter of Credit Issuer.   SECTION 4. Fees; Commitments 4.1 Fees . (a) The Borrower agrees to pay to the   Administrative Agent, for the account of each Lender having a Revolving   Credit Commitment (in each case pro rata according to the respective   Revolving Credit Commitments of all such Lenders), a commitment fee for each   day from and including the Closing Date to but excluding the Final Date   applicable to such Revolving Credit Commitment. Such commitment fee shall be   payable for each Class of Revolving Credit Commitments quarterly in arrears   (x) on the last Business Day of each fiscal quarter of the Borrower and   (y) on the Final Date for such Class (for the period ended on such date   for which no payment has been received pursuant to   clause (x) above), and shall be computed for each day during such   period at a rate per annum equal to the Commitment Fee Rate in effect on such   day on the Available Commitment in effect on such day. Notwithstanding the   foregoing, the Borrower shall not be obligated to pay any amounts to any   Defaulting Lender pursuant to this Section 4.1(a). (b) The Borrower agrees to   pay to the Administrative Agent, for the account of the Lenders pro rata on   the basis of their respective Letter of Credit Exposure, a fee in respect of   each Letter of Credit (the “Letter of Credit Fee”), for the period from and   including the date of issuance of such Letter of Credit to but excluding the   termination date of such Letter of Credit computed at the per annum rate for   each day equal to the Applicable LIBOR Margin for Revolving Credit Loans on   the average daily Stated Amount of such Letter of Credit subject to L/C   Participations relating to Revolving Credit Commitments. Such Letter of   Credit Fees shall be due and payable quarterly in arrears on the last   Business Day of each fiscal quarter of the Borrower and on the date upon   which the Total Revolving Credit Commitment terminates and the Letters of   Credit Outstanding shall have been reduced to zero. Any   accrued and unpaid Letter of Credit Fees payable to any Non-Extended   Revolving Credit Lenders shall also be paid to the Non-Extended Revolving   Credit Lenders on the Reallocation Date. (c) The Borrower agrees to pay   to the Administrative Agent for the account of the Letter of Credit Issuer a   fee in respect of each Letter of Credit issued by it (the “L/C Fronting   Fee”), for the period from and including the date of issuance of such Letter   of Credit to but excluding the termination date of such Letter of Credit,   computed at the rate for each day equal to 0.250% per annum on the average   daily Stated Amount of such Letter of Credit. Such L/C Fronting Fees shall be   due and payable quarterly in arrears on the last Business Day of each fiscal   quarter of the Borrower and on the date upon which the Total Revolving Credit   Commitment terminates and the Letters of Credit Outstanding shall have been   reduced to zero. (d) The Borrower agrees to pay directly to the Letter of   Credit Issuer upon each issuance of, drawing under, and/or amendment of, a   Letter of Credit issued by it such amount as the Letter of Credit Issuer and   the Borrower shall have agreed upon for issuances of, drawings under or   amendments of, letters of credit issued by it. 


    




 










 (e) The Borrower agrees to pay (i) each   Revolving Credit Lender on the Closing Date an upfront fee equal to 1.00% of   the aggregate amount of the Revolving Credit Commitments of such Revolving   Credit Lender, (ii) each Term Loan Lender on the Closing Date an upfront fee   equal to 4.00% of the aggregate amount of the Term Loan Commitments of such   Term Loan Lender and (iii) each Term Loan Lender on the Sixth Amendment   Effective Date an upfront fee equal to 0.50% of the aggregate amount of the   Term Loan Commitments of such Term Loan Lender on the Sixth Amendment   Effective Date. 4.2 Voluntary Reduction of Revolving Credit Commitments .   Upon at least one Business Day’s prior written notice (or telephonic notice   promptly confirmed in writing) to the Administrative Agent at the   Administrative Agent’s Office (of which the Administrative Agent shall   promptly notify each of the Lenders), the Borrower shall have the right,   without premium or penalty, on any day, to terminate or permanently reduce   the Revolving Credit Commitments in whole or in part; provided that (a) any   such reduction shall apply proportionately and permanently to reduce the   Revolving Credit Commitment of each of the Lenders on a pro rata basis (except   as otherwise provided for in Section 2.1(b)(iii)), (b) any partial   reduction pursuant to this Section 4.2 shall be in the amount of at least   $5,000,000, and (c) after giving effect to such termination or reduction   and to any prepayments of the Loans made on the date thereof in accordance   with this Agreement, the aggregate amount of the Lenders’ Revolving Credit   Exposures shall not exceed the Total Revolving Credit Commitment. 4.3   Mandatory Termination of Commitments . (a) The Term Loan Commitments shall   terminate upon the earlier of (i) 5:00 p.m. (New York City time) on the   Sixth Amendment Effective Date and (ii) (x) with respect to Refinancing Term   B Loans pursuant to the Sixth Amendment, on the Sixth Amendment Effective   Date upon funding of the Refinancing Term B Loans and (y) with respect to the   New Term B Loans pursuant to the Sixth Amendment, on the Sixth Amendment   Effective Date upon funding of the New Term B Loans. (b) The Non-Extended Revolving Credit Commitments shall   terminate at 5:00 p.m. (New York City time) on the Non-Extended Revolving   Credit Maturity Date. The Total Revolving Credit Commitment shall   terminate at 5:00 p.m. (New York City time) on the Revolving Credit Maturity   Date. (c) The Letter of Credit Commitment shall terminate at 5:00 p.m.   (New York City time) on the L/C Maturity Date. SECTION 5. Payments 5.1   Voluntary Prepayments . The Borrower shall have the right to prepay Term   Loans and Revolving Credit Loans, in each case, without premium or penalty   (but subject to Section 2.20), in whole or in part from time to time on the   following terms and conditions: (a) the Borrower shall give the   Administrative Agent at the Administrative Agent’s Office written notice (or   telephonic notice promptly confirmed in writing) of its intent to make such   prepayment, the amount of such prepayment and (in the case of LIBOR Loans)   the specific Borrowing(s) pursuant to which made, which notice shall be given   by the Borrower no later than (i) in the case of Term Loans or Revolving   Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00   noon (New York City time) one Business Day prior to or (ii) in the case of   Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the   date of such prepayment and shall promptly be transmitted by the   Administrative Agent to each of the relevant Lenders; (b) each partial   prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be   in a multiple of $100,000 and in an aggregate principal amount of at least   $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR   Revolving Credit Loans made 


    




 










 pursuant to a single Borrowing shall reduce   the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made   pursuant to such Borrowing to an amount less than the Minimum Borrowing   Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any   prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to   this Section 5.1 on any day other than the last day of an Interest Period   applicable thereto shall be subject to compliance by the Borrower with the   applicable provisions of Section 2.12. Each such notice shall specify the   date and amount of such prepayment and the Class(es) and Type(s) of Loans to   be prepaid. If such notice is given by the Borrower, the Borrower shall make   such prepayment and the payment amount specified in such notice shall be due   and payable on the date specified therein; provided that the Borrower may   rescind any such notice if such prepayment would have resulted from a   refinancing of all of the then outstanding Loans, which refinancing shall not   be consummated or shall otherwise be delayed. Each prepayment in respect of   Term Loans pursuant to this Section 5.1 shall be (a) applied to   such Class of Term Loans in such manner as the Borrower may determine and   (b) applied to reduce Term Loan Repayment Amounts applicable to such   Class in such order as the Borrower may determine or, if not so specified on   or prior to the time of such voluntary prepayment, ratably in direct order of   maturity to the remaining amortization payments required to be made by the   Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans   entitled to such prepayment. At the Borrower’s election in connection with   any prepayment pursuant to this Section 5.1, such prepayment shall not   be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.   5.2 Mandatory Prepayments . (a) Mandatory Loan Prepayments. (i) On each   occasion that a Prepayment Event occurs, the Borrower shall, within one   Business Day after the occurrence of a Debt Incurrence Prepayment Event and   within five Business Days after the occurrence of any other Prepayment Event,   prepay, in accordance with paragraph (c) below, the principal amount of   the Loans in an amount equal to 100% of the Net Cash Proceeds from such   Prepayment Event; provided that, at the option of the Borrower, the Net Cash   Proceeds from any transaction permitted by Section 10.4(e) (including   pursuant to any securitization) may be applied to repay Revolving Credit   Loans, which repayment shall automatically result in the reduction of the Revolving   Credit Commitment of each Lender by an amount equal to the amount of the   Revolving Credit Loans prepaid to such Lender. (ii) For each fiscal year   (commencing with the fiscal year ending December 31, 2013), not later than   five days after the date on which the financial statements of the   Borrower referred to in Section 9.1(a) for such fiscal year are required   to be delivered to the Lenders, the Borrower shall prepay, in accordance with   paragraph (c) below, the principal amount of the Loans in an amount equal   to (x) 75% of Excess Cash Flow for such fiscal year (provided that such   percentage shall be reduced to (I) 50% of Excess Cash Flow for such   fiscal year if the Senior Secured Leverage Ratio as of the end of such fiscal   year is less than 4.00 to 1.00 but greater than or equal to 3.00 to 1.00;   (II) 25% if the Senior Secured Leverage Ratio as of the end of such fiscal   year is less than 3.00 to 1.00 but greater than or equal to 2.00 to 1.00; and   (III) 0% if the Senior Secured Leverage Ratio as of the end of such fiscal   year is less than 2.00 to 1.00), minus (y) the principal amount of Term   Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal   year and Revolving Credit Loans voluntarily prepaid pursuant to Section 5.1   to the extent accompanied by an equivalent permanent reduction of the Total   Revolving Credit Commitments in an equal amount pursuant to Section 4.2, in   each case, except to the extent financed with the proceeds of Indebtedness of   the Borrower or its Restricted Subsidiaries or the exercise of the Cure   Right; provided that the above clause (y) shall not include the Third   Amendment Prepayment or any prepayment with Credit Agreement Refinancing   Indebtedness or pursuant to Section 2.19. 


    




 










 (b) Mandatory Repayment of Revolving Credit   Loans. If on any date the aggregate amount of the Lenders’ Revolving Credit   Exposures (all the foregoing, collectively, the “Aggregate Revolving Credit   Outstandings”) exceeds 100% of the Total Revolving Credit Commitment as then   in effect, the Borrower shall forthwith repay on such date the principal   amount of Revolving Credit Loans in an amount equal to such excess. If, after   giving effect to the prepayment of all outstanding Revolving Credit Loans,   the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit   Commitment then in effect, the Borrower shall pay to the Administrative Agent   an amount in cash equal to such excess and the Administrative Agent shall   hold such payment for the benefit of the Lenders as security for the   obligations of the Borrower hereunder (including obligations in respect of   Letters of Credit Outstanding) pursuant to a cash collateral agreement to be   entered into in form and substance satisfactory to the Administrative Agent   (which shall permit certain Investments in Permitted Investments satisfactory   to the Administrative Agent, until the proceeds are applied to the secured   obligations) (a “Cash Collateral Agreement”). For   the avoidance of doubt, in the case of an excess caused by the expiration, termination   or reduction of the Non-Extended Revolving Credit Commitments (whether on the   Non-Extended Revolving Credit Maturity Date, the Reallocation Date or any   earlier date), such repayment or cash collateralization shall be made not   later than such Maturity Date or earlier date (and, in any event, prior to or   substantially concurrently with any reallocation contemplated by the last   sentence of Section 3.3(b)). (c) Application of Loan Prepayment Amounts.   Each prepayment of Loans required by Section 5.2(a) shall be applied as   follows: first, to reduce the amortization payments in respect of the Term   Loans (other than any Other Term Loans that are not entitled to such   prepayment pursuant to the terms thereof) ratably in direct order of maturity   to the remaining amortization payments required to be made by the Borrower   pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to   such prepayment (such amount being, the “Amortization Amount”) (provided that   any Term Loan Lender may decline any such prepayment required by Section   5.2(a) in the manner set forth below in this Section 5.2(c), in which case   any such Declined Amounts shall be retained by the Borrower and shall be used   by the Borrower for general corporate purposes); and second, subject to   Section 2.1(b)(iii), to repay the Revolving Credit Loans and Unpaid Drawings,   ratably in accordance with respective amounts thereof (provided that (x)   until the Revolving Credit Loans have been paid in full, the portion thereof   that would otherwise be applied to Unpaid Drawings shall instead be applied   ratably to the Revolving Credit Loans and (y) any application of any such   prepayment to Revolving Credit Loans or Unpaid Drawings shall be without   reduction of the Revolving Credit Commitments of each Lender (unless   otherwise elected by the Borrower in a notice delivered at the time of such   prepayment pursuant to Section 5.1 and Section 4.2); and third, to cash   collateralize Letters of Credit Outstanding pursuant to a Cash Collateral   Agreement. With respect to each such prepayment, (i) the Borrower will, on   the date prior to the date of any Debt Incurrence Prepayment Event and not   later than the date three Business Days prior to the date specified in   Section 5.2(a) for making such prepayment with respect to any other   Prepayment Event, give the Administrative Agent telephonic notice (promptly   confirmed in writing) requesting that the Administrative Agent provide notice   of such prepayment to each Term Loan Lender, (ii) each Term Loan Lender will   have the right to refuse any such prepayment by giving written notice of such   refusal to the Borrower and the Administrative Agent within two Business Days   (or, with respect to any Debt Incurrence Prepayment Event, within one   Business Day) after such Lender’s receipt of notice from the Administrative   Agent of such prepayment and (iii) the Borrower will make all such   prepayments not so refused upon the date specified in Section 5.2(a) for   making such prepayment. Any Term Loan Lender that does not decline such   prepayment in writing on or prior to the date referenced in clause (ii) above   shall be deemed to have accepted such prepayment. 


    




 










 (d) Application to Term Loans. In connection   with any mandatory prepayments by the Borrower of the Term Loans pursuant to   Section 5.2(a), such prepayments shall be applied on a pro rata basis to   the then outstanding Term Loans being prepaid irrespective of whether such   outstanding Term Loans are ABR Loans or LIBOR Loans; provided that if no   Lenders exercise the right to waive a given mandatory prepayment of the Term   Loans pursuant to Section 5.2(c), then, with respect to such mandatory   prepayment, the amount of such mandatory prepayment shall be applied first to   such Term Loans that are ABR Loans to the full extent thereof before   application to Term Loans that are LIBOR Loans in a manner that minimizes the   amount of any payments required to be made by the Borrower pursuant to   Section 2.12. (e) Application to Revolving Credit Loans. With respect to   each prepayment of Revolving Credit Loans required or elected by the Borrower   pursuant to Section 5.2(a) or required by Section 5.2(b) and subject to   Section 2.1(b)(iii), the Borrower may designate (i) the Types of Loans that   are to be prepaid and the specific Borrowing(s) pursuant to which made and   (ii) the Revolving Credit Loans to be prepaid; provided that (w) LIBOR   Revolving Credit Loans may be designated for prepayment pursuant to this   Section 5.2(e) only on the last day of an Interest Period applicable thereto   unless all LIBOR Loans with Interest Periods ending on such date of required   prepayment and all ABR Loans have been paid in full; (x) if any prepayment by   the Borrower of LIBOR Revolving Credit Loans made pursuant to a single   Borrowing shall reduce the outstanding principal amount of the Revolving   Credit Loans made pursuant to such Borrowing to an amount less than the   Minimum Borrowing Amount for LIBOR Revolving Credit Loans, such Borrowing   shall immediately be converted into ABR Loans; and (y) each prepayment of any   Loans made pursuant to a Borrowing shall be applied pro rata among such   Loans. In the absence of a designation by the Borrower as described in the   preceding sentence, the Administrative Agent shall, subject to the above,   make such designation in its reasonable discretion with a view, but no   obligation, to minimize breakage costs owing under Section 2.12. (f)   LIBOR Interest Periods. In lieu of making any payment pursuant to this   Section 5.2 in respect of any LIBOR Loan other than on the last day of   the Interest Period therefor so long as no Event of Default shall have   occurred and be continuing, the Borrower at its option may deposit with the   Administrative Agent an amount equal to the amount of the LIBOR Loan to be   prepaid and such LIBOR Loan shall be repaid on the last day of the Interest   Period therefor in the required amount. Such deposit shall be held by the   Administrative Agent in a corporate time deposit account established on terms   reasonably satisfactory to the Administrative Agent, earning interest at the   then-customary rate for accounts of such type. Such deposit shall constitute   cash collateral for the Obligations; provided that the Borrower may at any   time direct that such deposit be applied to make the applicable payment   required pursuant to this Section 5.2. (g) Minimum Amount. No prepayment   shall be required pursuant to Section 5.2(a)(i) with respect to Asset   Sale Prepayment Events, Casualty Events and Permitted Sale Leasebacks unless   and until the amount at any time of Net Cash Proceeds from such Prepayment   Events required to be applied at or prior to such time pursuant to such   Section and not yet applied at or prior to such time to prepay Term Loans   pursuant to such Section exceeds $7,500,000 in the aggregate for all   such Prepayment Events. (h) Foreign Asset Sales. Notwithstanding any other   provisions of this Section 5.2, (i) to the extent that any of or all the Net   Cash Proceeds of any asset sale by a Restricted Foreign Subsidiary giving   rise to an Asset Sale Prepayment Event (a “Foreign Asset Sale”) or Excess   Cash Flow attributable to Restricted Foreign Subsidiaries, are prohibited or   delayed by applicable local law from being 


    




 










 repatriated to the United States, the   portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be   required to be applied to repay Term Loans at the times provided in this   Section 5.2 but may be retained by the applicable Restricted Foreign   Subsidiary so long, but only so long, as the applicable local law will not   permit repatriation to the United States (the Borrower hereby agreeing to   cause the applicable Restricted Foreign Subsidiary to promptly take all   commercially reasonable actions required by the applicable local law to   permit such repatriation), and once such repatriation of any of such affected   Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local   law, such repatriation will be immediately effected and such repatriated Net   Cash Proceeds or Excess Cash Flow will be promptly (and in any event not   later than two Business Days after such repatriation) applied (net of   additional taxes payable or reserved against as a result thereof) to the   repayment of the Term Loans pursuant to this Section 5.2 and (ii) to the   extent that the Borrower has determined in good faith that repatriation of   any of or all the Net Cash Proceeds of any Foreign Asset Sale or a portion of   Excess Cash Flow attributable to Restricted Foreign Subsidiaries would have a   material adverse tax cost consequence with respect to such Net Cash Proceeds or   Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may   be retained by the applicable Restricted Foreign Subsidiary; provided that,   in the case of this clause (ii), on or before the date on which any Net Cash   Proceeds from any Foreign Asset Sale so retained would otherwise have been   required to be applied to reinvestments or prepayments pursuant to Section   5.2(a) (or, in the case of Excess Cash Flow, a date on or before the date   that is twelve months after the date such Excess Cash Flow would have so   required to be applied to prepayments pursuant to Section 5.2(a)(ii) unless   previously repatriated in which case such repatriated Excess Cash Flow shall   have been promptly applied to the repayment of the Term Loans pursuant to   Section 5.2(a) as if such funds had been received as Excess Cash Flow by the   Borrower (and constituted Excess Cash Flow of the Borrower) in the prior   fiscal year), (x) the Borrower applies an amount equal to such Net Cash   Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such   Net Cash Proceeds or Excess Cash Flow had been received by the Borrower   rather than such Restricted Foreign Subsidiary, less the amount of additional   taxes that would have been payable or reserved against if such Net Cash Proceeds   or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds   or Excess Cash Flow that would be calculated if received by such Foreign   Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow are applied to   the repayment of Indebtedness of a Restricted Foreign Subsidiary. 5.3 Method   and Place of Payment . (a) Except as otherwise specifically provided herein,   all payments under this Agreement shall be made by the Borrower, without   set-off, counterclaim or deduction of any kind, to the Administrative Agent,   for the ratable account of the Lenders entitled thereto or the Letter of   Credit Issuer not later than 12:00 Noon (New York City time) on the date   when due and shall be made in Dollars and in immediately available funds at   the Administrative Agent’s Office. All payments under each Credit Document   (whether of principal, interest or otherwise) shall be made in Dollars. The   Administrative Agent will thereafter cause to be distributed on the same day   (if payment was actually received by the Administrative Agent, prior to 2:00   p.m. (New York City time) on such day) like funds relating to the payment of   principal or interest or Fees ratably to the Lenders entitled thereto. (b)   Any payments by the Borrower under this Agreement that are made later than   2:00 p.m. (New York City time) shall be deemed to have been made on the   next succeeding Business Day. Except as otherwise provided herein, whenever   any payment to be made hereunder shall be stated to be due on a day that is   not a Business Day, the due date thereof shall be extended to the next   succeeding Business Day and, with respect to payments of principal, interest   shall be payable during such extension at the applicable rate in effect   immediately prior to such extension. 


    




 










 (c) Unless the Administrative Agent shall   have received notice from the Borrower prior to the date on which any payment   is due to the Administrative Agent for the account of the Lenders or the   Letter of Credit Issuers hereunder that the Borrower will not make such   payment, the Administrative Agent may assume that the Borrower has made such   payment on such date in accordance herewith and may, in reliance upon such   assumption, distribute to the Lenders or the Letter of Credit Issuers, as the   case may be, the amount due. In such event, if the Borrower has not in fact   made such payment, then each of the Lenders or the Letter of Credit Issuers,   as the case may be, severally agrees to repay to the Administrative Agent   forthwith on demand the amount so distributed to such Lender or Letter of   Credit Issuer, with interest thereon, for each day from and including the   date such amount is distributed to it to but excluding the date of payment to   the Administrative Agent, at the greater of the Federal Funds Effective Rate   and a rate determined by the Administrative Agent in accordance with banking   industry rules on interbank compensation. 5.4 Taxes . (a) All payments made   by or on behalf of the Borrower under this Agreement or any other Credit   Document shall be made free and clear of, and without deduction or   withholding for or on account of, any Taxes, except as required by applicable   law. If any applicable law (as determined in the good faith discretion of an   applicable Withholding Agent) requires the deduction or withholding of any   Tax from any such payment by a Withholding Agent, then the applicable   Withholding Agent shall be entitled to make such deduction or withholding and   shall timely pay the full amount deducted or withheld to the relevant   Governmental Authority in accordance with applicable law. If any such Tax is   an Indemnified Tax, the Borrower shall increase the amounts payable to the   Administrative Agent or such Lender to the extent necessary to yield to the   Administrative Agent or such Lender (after payment of all Indemnified Taxes   (including such deductions and withholdings applicable to additional sums   payable under this Section)) interest or any such other amounts payable   hereunder at the rates or in the amounts it would have received had no   deductions or withholding been made. Whenever any Indemnified Taxes are   payable by the Borrower pursuant to this Section 5.4 as promptly as possible   thereafter, the Borrower shall send to the Administrative Agent for its own   account or for the account of such Lender, as the case may be, a certified   copy of an original official receipt (or other evidence acceptable to the   Administrative Agent and to such Lender, acting reasonably) received by the   Borrower showing payment thereof. If the Borrower fails to pay any Indemnified   Taxes when due to the appropriate taxing authority or fails to remit to the   Administrative Agent the required receipts or other required documentary   evidence, the Borrower shall indemnify the Administrative Agent and the   Lenders for any incremental taxes, interest, costs or penalties that may   become payable by the Administrative Agent or any Lender as a result of any   such failure. The agreements in this Section 5.4 shall survive the   termination of this Agreement and the payment of the Loans and all other amounts   payable hereunder. (b) Payment of Other Taxes by the Borrower. The Borrower   shall timely pay to the relevant Governmental Authority in accordance with   applicable law, or at the option of the Administrative Agent timely reimburse   it for the payment of, any Other Taxes. (c) Indemnification by the Borrower.   The Borrower shall indemnify each Recipient, within 10 days after demand   therefor, for the full amount of any Indemnified Taxes (including Indemnified   Taxes imposed or asserted on or attributable to amounts payable under this   Section) payable or paid by such Recipient or required to be withheld or   deducted from a payment to such Recipient and any reasonable expenses arising   therefrom or with respect thereto, whether or not such Indemnified Taxes were   correctly or legally imposed or asserted by the relevant Governmental   Authority. A certificate as to the amount of such payment or liability   delivered to the Borrower by a Lender (with a 


    




 










 copy to the Administrative Agent), or by the   Administrative Agent on its own behalf or on behalf of a Lender, shall be   conclusive absent manifest error. (d) Each Non-US Lender shall, to the extent   it is legally entitled to do so: (i) deliver to the Borrower and the   Administrative Agent two copies on or prior to the date on which such person   becomes a Lender under this Agreement (and from time to time thereafter upon   the reasonable request of the Borrower or the Administrative Agent) of either   (x) in the case of a Non-US Lender claiming exemption from U.S. Federal   withholding tax under Section 871(h) or 881(c) of the Code with respect   to payments of “portfolio interest”, United States Internal Revenue Service   Form W-8BEN or Form W-8IMY (or any applicable successor form) (together   with a certificate substantially in the form of Exhibit I representing that   such Non-US Lender is not a bank for purposes of Section 881(c) of the   Code, is not a 10-percent shareholder (within the meaning of   Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled   foreign corporation related to the Borrower (described in Section   881(c)(3)(C) of the Code)) (a “U.S. Tax Compliance Certificate”), or (y)   United States Internal Revenue Service Form W-8BEN, Form W-8ECI or Form   W-8IMY (or any applicable successor form), in each case properly completed   (including, in the case or Form W-8IMY, the attachment of the properly   completed and executed, United States Internal Revenue Service Forms W-8 and   W-9 that support such form, to the extent required by applicable law) and duly   executed by such Non-US Lender claiming complete exemption from, or reduced   rate of, U.S. Federal withholding tax on payments by the Borrower under this   Agreement; (ii) deliver to the Borrower and the Administrative Agent two   further copies of any such form or certification (or any applicable successor   form) on or before the date that any such form or certification expires or   becomes obsolete and after the occurrence of any event requiring a change in   the most recent form previously delivered by it to the Borrower; and (iii)   obtain such extensions of time for filing and complete such forms or   certifications as may reasonably be requested by the Borrower or the   Administrative Agent; unless, in any such case, any change in treaty, law or   regulation has occurred prior to the date on which any such delivery would   otherwise be required that renders any such form inapplicable or would   prevent such Lender from duly compiling and delivering any such form with   respect to it, and such Lender so advises the Administrative Agent and the   Borrower. Each Person that shall become a Participant pursuant to Section   13.6 or a Lender pursuant to Section 13.6 shall, upon the effectiveness of   the related transfer, be required to provide all the forms and statements   required pursuant to Section 5.4(d) and (e); provided that in the case of a   Participant such Participant shall furnish all such required forms and   statements to the Lender from which the related participation shall have been   purchased. Each other Lender shall deliver to the Borrower and the   Administrative Agent on or prior to the date on which such Lender becomes a   Lender under this Agreement (and from time to time thereafter upon the   reasonable request of the Borrower or the Administrative Agent) an United   States Internal Revenue Service Form W-9. (e) If a payment made to a Lender   under any Credit Document would be subject to U.S. federal withholding Tax   imposed by FATCA if such Lender were to fail to comply with the applicable   reporting requirements of FATCA (including those contained in Section 1471(b)   or 1472(b) of the Code, as applicable), such Lender shall deliver to the   Borrower and the Administrative Agent at the time or times prescribed by law   and at such time or times reasonably requested by the Borrower or the   Administrative Agent such documentation prescribed by applicable law   (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such   additional documentation reasonably requested by the 


    




 










 Borrower or the Administrative Agent as may   be necessary for the Borrower and the Administrative Agent to comply with   their obligations under FATCA and to determine that such Lender has complied   with such Lender's obligations under FATCA or to determine the amount to   deduct and withhold from such payment. Solely for purposes of this clause   (D), “FATCA” shall include any amendments made to FATCA and any regulations   promulgated thereunder after the date of this Agreement. (f) If any Lender or   the Administrative Agent determines in good faith that it has received a   refund of a tax for which a payment has been made by the Borrower pursuant to   this Agreement, which refund in the good faith judgment of such Lender, or   the Administrative Agent, as the case may be, is attributable to such payment   made by the Borrower, then the Lender or the Administrative Agent, as the   case may be, shall reimburse the Borrower for such amount, net of all   out-of-pocket expense (together with any interest received from the relevant   Governmental Authority thereon) as the Lender or Administrative Agent, as the   case may be, determines to be the proportion of the refund as will leave it,   after such reimbursement, in no better or worse position than it would have   been in if the payment had not been required. The Borrower, upon the request   of the Lender or the Administrative Agent, as the case may be, shall repay to   such Lender or the Administrative Agent, as applicable, the amount paid over   pursuant to this paragraph (e) (plus any penalties, interest or other charges   imposed by the relevant Governmental Authority) in the event such Lender or   the Administrative Agent is required to repay such refund to such   Governmental Authority. Notwithstanding anything to the contrary in this   paragraph (f), in no event will the Lender or the Administrative Agent be   obliged to disclose any information regarding its tax affairs or computations   to the Borrower (or any information it deems confidential to any person) in   connection with this paragraph (f) or any other provision of this Section   5.4. 5.5 Computations of Interest and Fees . (a) Interest on LIBOR Loans and,   except as provided in the next succeeding sentence, ABR Loans shall be   calculated on the basis of a 360-day year for the actual days elapsed.   Interest on (i) ABR Loans in respect of which the rate of interest is   calculated on the basis of the Prime Rate and (ii) interest on overdue   interest shall be calculated on the basis of a 365- (or 366-, as the case may   be) day year for the actual days elapsed. (b) All Fees shall be calculated on   the basis of a 360- day year for the actual days elapsed. 5.6 Limit on Rate   of Interest . (a) No Payment shall exceed Lawful Rate. Notwithstanding any   other term of this Agreement, the Borrower shall not be obliged to pay any   interest or other amounts under or in connection with this Agreement in   excess of the amount or rate permitted under or consistent with any   applicable law, rule or regulation. (b) Payment at Highest Lawful Rate. If   the Borrower is not obliged to make a payment which it would otherwise be   required to make as a result of Section 5.6(a), the Borrower shall make such   payment to the maximum extent permitted by or consistent with applicable   laws, rules and regulations. (c) Adjustment if any Payment exceeds Lawful   Rate. If any provision of this Agreement or any of the other Credit Documents   would obligate the Borrower to make any payment of interest or other amount   payable to any Lender in an amount or calculated at a rate which would be   prohibited by any applicable law, rule or regulation, then notwithstanding   such provision, such amount or rate shall be deemed to have been adjusted   with retroactive effect to the maximum amount or rate of 


    




 










 interest, as the case may be, as would not   be so prohibited by law, such adjustment to be effected, to the extent   necessary, by reducing the amount or rate of interest required to be paid by   the Borrower to the affected Lender under Section 2.8. Notwithstanding the   foregoing, and after giving effect to all adjustments contemplated thereby,   if any Lender shall have received from the Borrower an amount in excess of   the maximum permitted by any applicable law, rule or regulation, then the   Borrower shall be entitled, by notice in writing to the Administrative Agent,   to obtain reimbursement from such Lender in an amount equal to such excess,   and pending such reimbursement, such amount shall be deemed to be an amount   payable by that Lender to the Borrower. Any amount or rate of interest   referred to in this Section 5.6(c) shall be determined in accordance with   generally accepted actuarial practices and principles as an effective annual   rate of interest over the term that any Loan remains outstanding. SECTION 6.   Conditions Precedent to Initial Borrowing. The initial Borrowing under this   Agreement is subject to the satisfaction of the following conditions   precedent: 6.1 Credit Documents . The Administrative Agent shall have   received: (a) this Agreement, executed and delivered by a duly authorized   officer of the Borrower and each Parent Guarantor; (b) the Guarantee   Agreement, executed and delivered by a duly authorized officer of each   Guarantor; (c) the Security Agreement, executed and delivered by a duly   authorized officer of each grantor party thereto; (d) the Pledge Agreement,   executed and delivered by a duly authorized officer of each pledgor party   thereto; (e) for the account of each Lender requesting the same pursuant to   Section 2.5(f) at least three days prior to the Closing Date, a promissory   note, substantially in the form of Exhibit K-1 or K-2, as the case may be,   evidencing the Term Loans and the Revolving Credit Loans, respectively, owing   to such Lender, and executed by a duly authorized officer of the Borrower.   6.2 Collateral . (a) (i) All outstanding Capital Stock in whatever form of the   Borrower, the Parent Companies and each Restricted Subsidiary directly owned   by or on behalf of any Credit Party shall have been pledged pursuant to the   Security Documents, and the Administrative Agent shall have received all   certificates representing securities pledged under any of the Security   Documents to the extent certificated, accompanied by instruments of transfer   and undated stock powers endorsed in blank. (ii) All Indebtedness for   borrowed money in excess of $2,500,000 of the Parent Guarantors, the Borrower   and each Subsidiary that is owing to any Credit Party shall be evidenced by   one or more promissory notes (or global promissory notes) and shall have been   pledged pursuant to the Security Documents, and the Administrative Agent   shall have received all such promissory notes, together with instruments of   transfer with respect thereto endorsed in blank. 


    




 










 (iii) All documents and instruments,   including Uniform Commercial Code or other applicable personal property and   fixture security financing statements, required by law or reasonably   requested in writing by the Administrative Agent to be filed, registered or   recorded (to the extent such matter is governed by the laws of the   United States, any state or territory thereof, or the District of   Columbia) to create the valid and perfected First Priority Liens intended to   be created by the Security Documents (which shall include Mortgages with   respect to any real estate owned in fee by any Credit Party on the Closing   Date with a book value or market value in excess of $5,000,000), shall have   been filed, registered or recorded or delivered to the Administrative Agent   for filing, registration or recording. Any Mortgage delivered to the   Administrative Agent in accordance with the preceding sentence shall be   accompanied by a policy or policies of title insurance issued by a nationally   recognized title insurance company insuring the Lien of each Mortgage as a   valid First Priority Lien on the Mortgaged Property described therein,   together with such endorsements, coinsurance and reinsurance as the   Administrative Agent may reasonably request; ; provided, however, that to the   extent any security interest in the Collateral is not granted or perfected on   the Closing Date despite Borrower’s commercially reasonable efforts to do so   (other than (x) the delivery of stock certificates or other certificates   representing Capital Stock that is part of the Collateral and (y) grants of   Collateral subject to the Uniform Commercial Code and the delivery of Uniform   Commercial Code financing statements) (the “Specified Collateral”), the grant   or perfection of such security interest shall not constitute a condition   precedent to the Closing Date. (b) The Borrower shall have delivered to the   Administrative Agent a completed Perfection Certificate, executed and   delivered by an Authorized Officer of each Credit Party, together with all   attachments contemplated thereby, and certified copies of Uniform Commercial   Code, United States Patent and Trademark Office and United States Copyright   Office, tax and judgment lien searches, bankruptcy and pending lawsuit   searches or equivalent reports or searches, each of a recent date listing all   effective financing statements, lien notices or comparable documents that   name any Credit Party as debtor and that are filed in those state and county   jurisdictions in which any material property of any Credit Party is located   and the state and county jurisdictions in which any Credit Party is organized   or maintains its principal place of business and such other searches that the   Administrative Agent deems necessary or appropriate, none of which encumber   the Collateral covered or intended to be covered by the Security Documents   (other than Permitted Liens). 6.3 Legal Opinions . The Administrative Agent   shall have received the executed legal opinions of (a) Kirkland &   Ellis LLP, special New York counsel to the Credit Parties, (b) Drinker   Biddle & Reath LLP, regulatory counsel to the Credit Parties, and (c)   local counsel to the Credit Parties in certain jurisdictions as may be   reasonably requested by the Administrative Agent, in each case, (i) dated the   Closing Date, (ii) addressed to the Administrative Agent, the Letter of   Credit Issuer and the Lenders, and (iii) in form and substance reasonably   satisfactory to the Administrative Agent. The Borrower, the other Credit   Parties and the Administrative Agent hereby instruct such counsel to deliver   such legal opinions. 6.4 Closing Certificate . The Administrative Agent shall   have received a certificate of an Authorized Officer of the Borrower, dated   the Closing Date, certifying that the conditions set forth in Sections 6.6,   6.7, 6.8, 6.17 and 7.1 have been satisfied as of the Closing Date. 


    




 










 6.5 Senior Unsecured Notes and Senior   Subordinated Notes . (a) The Senior Unsecured Notes Indenture shall have been   duly executed and delivered by each party thereto and shall be in full force   and effect, and the Borrower shall have received gross proceeds of not less   than $725,000,000 from the Senior Unsecured Notes, and (b) the Senior   Subordinated Notes Indenture shall have been duly executed and delivered by   each party thereto and shall be in full force and effect, and the Borrower   shall have received gross proceeds of not less than $295,000,000 from the   Senior Subordinated Notes. 6.6 Equity Contribution . The Equity Contribution   shall have been, or substantially simultaneously with the initial Credit   Event on the Closing Date be, consummated. 6.7 Acquisition; Merger Agreement;   Merger . The Acquisition (including the Merger) shall have been, or   substantially simultaneously with the initial Credit Event on the Closing   Date shall be, consummated in all material respects in accordance with the   terms of the Merger Agreement, without giving effect to any modifications,   amendments, consents or waivers thereof by Merger Sub or the Borrower that   are materially adverse to the Lenders or the Joint Lead Arrangers as   reasonably determined by the Joint Lead Arrangers, without the prior consent   of the Joint Lead Arrangers (such consent not to be unreasonably withheld,   delayed or conditioned). The Administrative Agent shall have received copies   of the Merger Agreement and all material certificates, opinions and other material   documents delivered thereunder, certified by an Authorized Officer as being   complete and correct. 6.8 Company Material Adverse Effect . There not having   occurred, since December 31, 2011, a Company Material Adverse Effect (as   defined in the Merger Agreement). 6.9 Closing Secretary Certificates . The   Administrative Agent shall have received a certificate of each Credit Party,   dated the Closing Date, in the case of the Borrower, substantially in the   form of Exhibit J-1, and in the case of each other Credit Party,   substantially in the form of Exhibit J-2, in each case with appropriate   insertions, executed by the President or any Vice President and the Secretary   or any Assistant Secretary of such Credit Party, and attaching the documents   referred to in Sections 6.10 and 6.11. 6.10 Corporate Proceedings of Each   Credit Party . The Administrative Agent shall have received a copy of the   resolutions, in form and substance satisfactory to the Administrative Agent,   of the Board of Directors (or similar governing body) of each Credit Party   (or a duly authorized committee thereof) authorizing (a) the execution,   delivery and performance of the Credit Documents (and any agreements relating   thereto) to which it is a party and (b) in the case of the Borrower, the   extensions of credit contemplated hereunder. 6.11 Corporate Documents; Good   Standing Certificates; Incumbency Certificates . The Administrative Agent   shall have received, in each case, in form and substance reasonably   satisfactory to the Administrative Agent, (a) true and complete copies of the   certificate of incorporation and by-laws (or equivalent organizational   documents) of each Credit Party together with a good standing certificate, in   each case certified as of a recent date from the applicable Governmental Authority   of such Credit Party’s jurisdiction of incorporation, organization or   formation, and (b) incumbency certificates of the officers of each Credit   Party executing this Agreement or any other Credit Documents to which such   Credit Party is a party as of the Closing Date. 6.12 Fees . The Lenders shall   have received the fees in the amounts previously agreed in writing by the   Agents and such Lenders to be received on the Closing Date and all reasonable   out-of- 


    




 










 pocket expenses (including the reasonable   fees, disbursements and other charges of counsel) for which invoices have   been presented at least three Business Days prior to the Closing Date shall   have been paid. 6.13 Solvency Certificate . On the Closing Date, the   Administrative Agent shall have received a certificate from the Chief   Financial Officer or Chief Executive Officer of Holdings in substantially in   the form of Exhibit L, demonstrating that after giving effect to the   consummation of the Transactions, Holdings on a consolidated basis with its   Subsidiaries is Solvent. 6.14 Historical Financial Statements . The Lenders   shall have received the Historical Audited Financial Statements and the   Historical Unaudited Financial Statements. 6.15 Pro Forma Financial   Statements . The Administrative Agent shall have received the Pro Forma   Financial Statements, together with a certificate of the Chief Financial   Officer of Borrower to the effect that such statements accurately present the   pro forma financial position of Borrower and its Subsidiaries (including, for   such purposes, the Company and its Subsidiaries on a pro forma basis) as of   the date of the pro forma balance sheet forming part of the Pro Forma   Financial Statements and for the period covered by the related pro forma   income statement, assuming that the Transactions had actually occurred at   such date or at the beginning of such period, as the case may be. 6.16   Insurance . Certificates of insurance evidencing the existence of all   insurance required to be maintained by the Borrower pursuant to Section 9.3   and, if applicable, the designation of the Administrative Agent as an   additional insured and loss payee as its interest may appear thereunder, or   solely as the additional insured, as the case may be, thereunder, such   certificates to be in such form and contain such information as is specified   in Section 9.3 (provided that if such endorsement as additional insured   cannot be delivered by the Closing Date, the Administrative Agent may consent   to such endorsement being delivered at such later date as it deems   appropriate in the circumstances). 6.17 Existing Indebtedness (a)   Concurrently with the initial Credit Event made hereunder, the Refinancing   Transactions shall have been consummated on terms and conditions reasonably   satisfactory to the Administrative Agent. (b) Immediately after giving effect   to the Transactions, the Company, Holdings, the Borrower and their respective   Subsidiaries shall have outstanding no third-party Indebtedness for borrowed   money (excluding Indebtedness outstanding on the Closing Date under Capital   Leases and letters of credit) other than (i) Indebtedness outstanding   under this Agreement, (ii) Indebtedness outstanding under the Senior   Unsecured Notes Indenture, (iii) Indebtedness outstanding under the Senior   Subordinated Notes Indenture; (iv) Indebtedness owing by the Subsidiaries to   the Borrower under the Loan and Reimbursement Agreement (the “Permitted   Intercompany Indebtedness”) and (v) other existing Indebtedness   permitted under Section 10.1. 6.18 Money Laundering . On or before the date   three days prior to the Closing Date, the Administrative Agent shall have   received all documentation and other information reasonably requested in   writing at least ten days prior to the Closing Date by the Administrative   Agent that the Administrative Agent reasonably determines is required by   regulatory authorities from the Credit Parties under applicable “know your   customer” and anti-money laundering rules and regulations, including without   limitation the Patriot Act. 


    




 










 SECTION 7. Conditions Precedent to All   Credit Events Except to the extent set forth in Section 2.17(b)(1) and (4),   the agreement of each Lender to make any Loan requested to be made by it on   any date and the obligation of each Letter of Credit Issuer to issue any   Letter of Credit on any date is subject to the satisfaction of the following   conditions precedent: 7.1 No Default; Representations and Warranties . At the   time of each Credit Event and also after giving effect thereto (a) with   respect to any Credit Event on any date after the Closing Date, no Default or   Event of Default shall have occurred and be continuing and (b) (i) in the   case of the initial Credit Events on the Closing Date, (x) the Closing Date   Representations referred to in clause (a) of the definition of Closing Date   Representations shall be true and correct as and to the extent required under   Section 6.2(a) of the Merger Agreement (except where such representations and   warranties expressly relate to an earlier date, in which case such   representations and warranties shall have been true and correct as of such   earlier date) and (y) the Closing Date Representations referred to in clause   (b) of the definition of Closing Date Representations shall be true and   correct in all material respects (except where such representations and   warranties expressly relate to an earlier date, in which case such   representations and warranties shall have been true and correct in all   material respects as of such earlier date) and (ii) with respect to each   other Credit Event, all representations and warranties made by any Credit   Party contained herein or in the other Credit Documents shall be true and   correct in all material respects with the same effect as though such   representations and warranties had been made on and as of the date of such   Credit Event (except where such representations and warranties expressly   relate to an earlier date, in which case such representations and warranties   shall have been true and correct in all material respects as of such earlier   date). 7.2 Notice of Borrowing; Letter of Credit Request . (a) Prior to the   making of each Term Loan and each Revolving Credit Loan (other than any   Revolving Credit Loan made pursuant to Section 3.4(a)), the   Administrative Agent shall have received a Notice of Borrowing (whether in   writing or by telephone) meeting the requirements of Section 2.3. (b) Prior   to the issuance of each Letter of Credit, the Administrative Agent and the   Letter of Credit Issuer shall have received a Letter of Credit Request   meeting the requirements of Section 3.2(a). The acceptance of the benefits of   each Credit Event shall constitute a representation and warranty by each   Credit Party to each of the Lenders that all the applicable conditions   specified above shall have been satisfied as of that time. SECTION 8.   Representations, Warranties and Agreements In order to induce the Lenders to   enter into this Agreement, to make the Loans and issue or participate in   Letters of Credit as provided for herein, the Borrower and the Parent   Guarantors make the following representations and warranties on the Closing   Date and the date of any Credit Event occurring subsequent to the Closing   Date to, and agreements with, the Lenders, all of which shall survive the   execution and delivery of this Agreement and the making of the Loans and the   issuance of the Letters of Credit: 8.1 Corporate Status . Each of each Parent   Guarantor, the Borrower and each Restricted Subsidiary (other than any   Immaterial Subsidiary) (a) is a duly organized and validly existing 


    




 










 corporation or other entity in good standing   under the laws of the jurisdiction of its organization and has the corporate   or other organizational power and authority to own its property and assets   and to transact the business in which it is engaged and (b) has duly   qualified and is authorized to do business and is in good standing in all   jurisdictions where it is required to be so qualified or in good standing,   except where the failure to be so qualified could not reasonably be expected   to result in a Material Adverse Effect; provided, however, that each Parent   Guarantor, the Borrower and the Subsidiaries may consummate any transaction   permitted under Section 10.3. 8.2 Corporate Power and Authority . (a)   Each Credit Party has the corporate or other organizational power and   authority to execute, deliver and carry out the terms and provisions of the   Credit Documents to which it is a party and has taken all necessary corporate   or other organizational action to authorize the execution, delivery and   performance of the Credit Documents to which it is a party (and, in the case   of the Borrower, to borrow hereunder); (b) each Credit Party has duly   executed and delivered each Credit Document to which it is a party and each   such Credit Document constitutes the legal, valid and binding obligation of   such Credit Party enforceable in accordance with its terms, except as the   enforceability thereof may be limited by bankruptcy, insolvency or similar   laws affecting creditors’ rights generally and subject to general principles   of equity; and (c) each Credit Party (i) has the corporate or other   organizational power and authority and possesses all franchises, licenses,   permits, authorizations and approvals, in each case from Governmental Authorities,   necessary to enable it to use its corporate name and to own, lease or   otherwise hold its properties and assets and to carry on its business as   presently conducted other than such franchises, licenses, permits,   authorizations and approvals the lack of which, individually or in the   aggregate, could not reasonably be expected to have a Material Adverse Effect   and (ii) is in compliance with all applicable statutes, laws, ordinances,   rules, orders, permits, franchises and regulations of any applicable Governmental   Authority, domestic or foreign (including, without limitation, those related   to Hazardous Materials and substances), except where noncompliance could not   reasonably be expected to have a Material Adverse Effect. 8.3 Authorization;   No Violation . Neither the execution, delivery or performance by any Credit   Party of the Credit Documents to which it is a party nor compliance with the   terms and provisions thereof nor the consummation of the Transactions will   (a) contravene any applicable provision of any law, statute, rule,   regulation, order, writ, injunction or decree of any court or governmental   instrumentality, except where such contravention could not reasonably be   expected to have a Material Adverse Effect, (b) result in any breach of   any of the terms, covenants, conditions or provisions of, or constitute a   default under, or result in the creation or imposition of (or the obligation   to create or impose) any Lien upon any of the property or assets of any   Parent Guarantor, the Borrower or any of the Restricted Subsidiaries (other   than Liens created under the Credit Documents) pursuant to, the terms of any   indenture (including the Senior Unsecured Notes Indenture and the Senior   Subordinated Notes Indenture), loan agreement, lease agreement, mortgage,   deed of trust, agreement or other material instrument to which any Parent   Guarantor, the Borrower or any of the Restricted Subsidiaries is a party or   by which it or any of its property or assets is bound, except where such   breach or default could not reasonably be expected to have a Material Adverse   Effect or (c) violate any provision of the certificate of incorporation,   by-laws or other constitutional documents of any Parent Guarantor, the   Borrower or any of the Restricted Subsidiaries. 8.4 Litigation . There are no   actions, suits or proceedings (including Environmental Claims) pending or, to   the knowledge of any Credit Party, threatened in writing with respect to any   Parent Guarantor, the Borrower or any of the Restricted Subsidiaries that   could reasonably be expected to result in a Material Adverse Effect. 


    




 










 8.5 Margin Regulations . Neither the making   of any Loan hereunder nor the use of the proceeds thereof or of the proceeds   of any drawing under any Letter of Credit will violate the provisions of   Regulation T, U or X of the Board. 8.6 Governmental Approvals . The   execution, delivery and performance of the Credit Documents does not require   any consent or approval of, registration or filing with, or any other action   by, any Governmental Authority, except for (i) such as have been obtained or   made and are in full force and effect, (ii) filings and recordings in respect   of the Liens created pursuant to the Security Documents and (iii) such   licenses, approvals, authorizations or consents the failure to obtain or make   could not reasonably be expected to have a Material Adverse Effect. 8.7   Investment Company Act . None of the Credit Parties is an “investment   company” within the meaning of the Investment Company Act of 1940, as   amended. 8.8 True and Complete Disclosure . (a) None of the factual   information and data (taken as a whole) heretofore or contemporaneously   furnished by any Parent Guarantor, the Borrower or any of the Subsidiaries or   any of their respective authorized representatives in writing to the   Administrative Agent and/or any Lender on or before the Closing Date   (including (i) the Confidential Information Memorandum and (ii) all   information contained in the Credit Documents) for purposes of or in   connection with this Agreement or any transaction contemplated herein   contained any untrue statement or omitted to state any material fact   necessary to make such information and data (taken as a whole) not materially   misleading at such time in light of the circumstances under which such   information or data was furnished, it being understood and agreed that for purposes   of this Section 8.8(a), such factual information and data shall not include   projections, pro forma financial information, and information of a general   industry or economic nature. (b) The projections and pro forma financial   information contained in the information and data referred to in paragraph   (a) above were based on good faith estimates and assumptions believed by   such Person to be reasonable at the time made, it being recognized by the   Lenders that such projections as to future events are not to be viewed as   facts and that actual results during the period or periods covered by any   such projections may differ from the projected results. 8.9 Financial   Statements; Financial Condition; Material Adverse Effect . The   (a) unaudited historical consolidated financial information of the   Borrower and its Subsidiaries as set forth in the Confidential Information   Memorandum, (b) the unaudited historical consolidated financial information   of the Company and its Subsidiaries as set forth in the Confidential Information   Memorandum, (c) the Borrower Historical Audited Financial Statements,   (d) the Borrower Historical Unaudited Financial Statements, (e) the Company   Historical Audited Financial Statements and (f) the Company Historical   Unaudited Financial Statements, in each case, present fairly in all material   respects the combined financial position of the Borrower and its consolidated   Subsidiaries, at the respective dates of said information or statements and   results of operations of the applicable Person for the respective periods   covered thereby. The financial statements referred to in clauses (c),   (d), (e) and (f) of the preceding sentence have been prepared in accordance   with GAAP consistently applied except to the extent provided in the notes to   said financial statements subject, in the case of unaudited financial   statements, year-end adjustments and the absence of footnotes. There has been   no Material Adverse Effect since December 31, 2011; provided that the   representation and warranty contained in this sentence will not be made on   the Closing Date. 


    




 










 8.10 Tax Returns and Payments . Except, in   each case, as could not reasonably be expected to result in a Material   Adverse Effect, each of each Parent Guarantor, the Borrower and each of the   Restricted Subsidiaries has filed all federal income tax returns and all   other tax returns, domestic and foreign, required to be filed by it and has   paid all Taxes payable by it that have become due, other than those   (a) not yet delinquent or (b) being contested in good faith as to   which adequate reserves have been provided in accordance with GAAP. 8.11   Compliance with ERISA . Each Plan is in compliance with ERISA, the Code and   any applicable Requirement of Law; no Reportable Event has occurred (or is   reasonably likely to occur) with respect to any Plan; no Plan is insolvent or   in reorganization (or is reasonably likely to be insolvent or in   reorganization), and no written notice of any such insolvency or   reorganization has been given to any Credit Party, any Subsidiary or any   ERISA Affiliate; no Plan (other than a multiemployer plan) has an accumulated   or waived funding deficiency (or is reasonably likely to have such a   deficiency); no Credit Party nor any Subsidiary nor any ERISA Affiliate has   incurred (or is reasonably likely expected to incur) any liability to or on   account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062,   4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code   or has been notified in writing that it will incur any liability under any of   the foregoing Sections with respect to any Plan; no proceedings have been   instituted (or are reasonably likely to be instituted) to terminate or to   reorganize any Plan or to appoint a trustee to administer any Plan, and no written   notice of any such proceedings has been given to any Credit Party, any   Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or   ERISA on the assets of any Credit Party, any Subsidiary or any ERISA   Affiliate exists (or is reasonably likely to exist) nor has any Credit Party,   any Subsidiary or any ERISA Affiliate been notified in writing that such a   lien will be imposed on the assets of any Credit Party, any Subsidiary or any   ERISA Affiliate on account of any Plan, except to the extent that a breach of   any of the representations, warranties or agreements in this Section 8.11   would not result, individually or in the aggregate, in an amount of liability   that would be reasonably likely to have a Material Adverse Effect or relates   to any matter disclosed in the financial statements of the Borrower and its   Subsidiaries contained in the Confidential Information Memorandum. No Plan   (other than a multiemployer plan) has an Unfunded Current Liability that   would, individually or when taken together with any other liabilities   referenced in this Section 8.11, be reasonably likely to have a Material   Adverse Effect. With respect to Plans that are multiemployer plans (as   defined in Section 3(37) of ERISA), the representations and warranties in   this Section 8.11, other than any made with respect to (i) liability under   Section 4201 or 4204 of ERISA or (ii) liability for termination or   reorganization of such Plans under ERISA, are made to the best knowledge of   the Borrower. 8.12 Subsidiaries . Schedule 8.12 lists (a) each Subsidiary of   Holdings (and the direct and indirect ownership interest of Holdings therein)   and (b) each Subsidiary of the Borrower (and the direct and indirect   ownership interest of the Borrower therein), in each case existing on the   Closing Date. To the knowledge of the Borrower, after due inquiry, each   Immaterial Subsidiary as of the Closing Date has been so designated on   Schedule 8.12. 8.13 Patents, etc . Each of each Parent Guarantor, the   Borrower and each of the Restricted Subsidiaries owns or possesses all   patents, trademarks, servicemarks, trade names, copyrights, trademark   licenses, patent licenses, copyright licenses and other rights, free from   Liens other than Permitted Liens, that are necessary for the operation of   their respective businesses as currently conducted and as proposed to be   conducted, except where the failure to own or possess any such rights could   not reasonably be expected to have a Material Adverse Effect. 


    




 










8.14   Environmental Laws. (a) Except as could not reasonably be expected to have a   Material Adverse Effect: (i) each of each Parent Guarantor, the Borrower and   each of the Restricted Subsidiaries and all Real Estate is in compliance with   all Environmental Laws; (ii) none of any Parent Guarantor, the Borrower or   any of the Restricted Subsidiaries is subject to any Environmental Claim or   any other liability under any Environmental Law; (iii) none of any Parent   Guarantor, the Borrower or any of the Restricted Subsidiaries is conducting   any investigation, removal, remedial or other corrective action pursuant to   any Environmental Law at any location; and (iv) no underground storage tank   or related piping, or any impoundment or other disposal area containing   Hazardous Materials is located at, on or under any Real Estate currently   owned or leased by any Parent Guarantor, the Borrower or any of the   Restricted Subsidiaries. (b) None of any Parent Guarantor, the Borrower or   any of the Restricted Subsidiaries has treated, stored, transported, released   or disposed or arranged for disposal or transport for disposal of Hazardous   Materials at, on, under or from any currently or formerly owned or leased   Real Estate or facility in a manner that could reasonably be expected to have   a Material Adverse Effect. (c) Section 8.4 and this Section 8.14 set forth   the sole and exclusive representations and warranties of the Borrower and the   Parent Guarantors in this Agreement with respect to environmental matters,   including matters relating to Environmental Laws, Environmental Claims or   Hazardous Materials. 8.15 Properties. (a) Each of each Parent Guarantor, the   Borrower and each of the Restricted Subsidiaries has good and marketable   title to or valid leasehold interests in all properties that are necessary   for the operation of its respective businesses as currently conducted and as   proposed to be conducted, free and clear of all Liens (other than any Liens   permitted by this Agreement) and except where the failure to have such good   title or interests could not reasonably be expected to have a Material   Adverse Effect and (b) no Mortgage encumbers improved Real Estate that is   located in an area that has been identified by the Secretary of Housing and   Urban Development as an area having special flood hazards within the meaning   of the National Flood Insurance Act of 1968 unless flood insurance available   under such Act has been obtained in accordance with Section 9.3. 8.16   Security Documents. (a) Upon execution and delivery thereof by the parties   thereto, the Pledge Agreement will be effective to create in favor of the   Administrative Agent, for the ratable benefit of the Secured Parties, a   legal, valid and enforceable security interest in the pledged Capital Stock   described therein (to the extent such matter is governed by the laws of the   United States or a jurisdiction therein) and, when certificates representing   or constituting the pledged Capital Stock described in the Pledge Agreement   are delivered to the Administrative Agent or Uniform Commercial Code   financing statements have been filed in each of the jurisdictions of   organization of each Credit Party party to the Pledge Agreement, such   security interest shall constitute a perfected First Priority lien on, and   security interest in, all right, title and interest of the pledgor party thereto   in the pledged Capital Stock described therein (to the extent such matter is   governed by the laws of the United States or a jurisdiction therein). (b)   Upon execution and delivery thereof by the parties thereto, the Security   Agreement will be effective to create in favor of the Administrative Agent,   for the ratable benefit of the Secured Parties, a legal, valid and   enforceable security interest in the Collateral described therein (to the   extent such matter is governed by the laws of the United States or a   jurisdiction therein), and Uniform Commercial Code financing statements have   been filed in each of the jurisdictions listed on Schedule 8.16(b), or   arrangements have been made for such filing in such jurisdictions, and upon   such filing, such 


    




 










 security interests will, subject to the   existence of Permitted Liens, constitute perfected First Priority Liens on,   and security interests in (or, in the case of any such Collateral the   security interests in which may be perfected only by possession, upon the   taking of possession of such Collateral by the Administrative Agent, such   security interests will constitute perfected First Priority liens on and   security interests in), all right, title and interest of the Credit Party   parties thereto in the Collateral described therein (except to the extent the   Security Agreement does not require the applicable Credit Party to perfect a   security interest in such Collateral), except to the extent that a security   interest cannot be perfected therein by the filing of a financing statement   or the taking of possession under the Uniform Commercial Code of the relevant   jurisdiction. (c) Upon execution and delivery thereof by the Credit Parties   party thereto, each Mortgage will be effective to create in favor of the   Administrative Agent, for the ratable benefit of the Secured Parties, a   legal, valid and enforceable security interest in the collateral described   therein, and upon recording the Mortgages in the jurisdictions listed on   Schedule 8.16(c) (or, in the case of a Mortgage delivered pursuant to Section   9.15, the jurisdiction in which the property covered by such Mortgage is   located), such security interests will, subject to the existence of Permitted   Liens, constitute First Priority Liens on, and perfected security interests   in, all rights, title and interest of the Credit Party party thereto in the   collateral described therein. 8.17 Solvency . On the Closing Date (after   giving effect to the Transactions), immediately following the making of the   Loans and the issuance of the Senior Unsecured Notes and the Senior   Subordinated Notes and after giving effect to the application of the proceeds   of such Loans and the Senior Unsecured Notes and the Senior Subordinated   Notes on the Closing Date, Holdings on a consolidated basis with its   Subsidiaries will be Solvent. 8.18 Senior Indebtedness . The Obligations   shall constitute “Senior Indebtedness” (or equivalent term) and the   Obligations shall be “Designated Senior Indebtedness” (or equivalent term)   under all Subordinated Debt (including, without limitation, the Senior   Subordinated Notes) of any Credit Party. 8.19 Use of Proceeds . The Borrower   will use the Letters of Credit from time to time issued hereunder, the   proceeds of all Loans made on the Closing Date and the proceeds of all   Revolving Credit Loans from time to time made pursuant to the Revolving   Credit Commitments for the purposes set forth in the introductory statement   to this Agreement (or as set forth in any   Refinancing Amendment or Incremental Amendment establishing such Revolving   Credit Commitments). The Borrower will use the proceeds of all New Term   Loans and Loans made pursuant to the Additional Revolving Credit Commitments   for general corporate purposes, including funding Permitted Acquisitions, dividends,   capital expenditures and repayment of Indebtedness not prohibited hereunder.   The Borrower will use the proceeds of all Refinancing Term Loans and Term B-1   Loans incurred on the First Amendment Effective Date to refinance the Term   Loans outstanding immediately prior to the First Amendment Effective Date and   to pay fees (including the prepayment premium required to be paid pursuant to   Section 2.20 of this Agreement ) and expenses incurred in connection   therewith. The Borrower will use the proceeds of all Refinancing Term Loans   incurred on the Second Amendment Effective Date to refinance the Term B-1   Loans outstanding immediately prior to the Second Amendment Effective Date.   The Borrower will use the proceeds of all Refinancing Term Loans incurred on the   Third Amendment Effective Date to refinance the Term B Loans outstanding   immediately prior to the Third Amendment Effective Date. The Borrower will   use the proceeds of all New Term Loans incurred on the Fifth Amendment   Effective Date (a) to refinance the Term B-1 Loans outstanding immediately   prior to the Fifth Amendment Effective Date and to pay fees and expenses   incurred in connection therewith and (b) for general corporate 


    




 










 purposes. The Borrower will use the proceeds   of (a) Refinancing Term B Loans to refinance the Existing Term B Loans and   (b) the New Term B Loans (i) to pay the fees and expenses and other   additional amounts incurred or owing in connection with the transactions   contemplated under the Sixth Amendment, (ii) to finance the NuLink   Acquisition, (iii) to repurchase or redeem a portion of the Senior   Subordinated Notes and (iv) for general corporate purposes. SECTION 9.   Affirmative Covenants The Borrower and the Parent Guarantors hereby covenant   and agree that on the Closing Date and thereafter, until the Commitments and   each Letter of Credit have terminated and the Loans and Unpaid Drawings,   together with interest, Fees and all other Obligations (other than inchoate   indemnity obligations) incurred hereunder, are paid in full: 9.1 Information   Covenants . The Borrower will furnish to the Administrative Agent (who will   distribute to each Lender): (a) Annual Financial Statements. As soon as   available and in any event on or before the date on which such financial   statements are required to be filed with the SEC (or, if such financial   statements are not required to be filed with the SEC, on or before the date   that is (x) in the case of the fiscal year ending on December 31, 2012, 120   days after the end of such fiscal year and (y) thereafter, 90 days after the   end of each such fiscal year), the consolidated balance sheet of the Borrower   and its Subsidiaries as at the end of such fiscal year, and the related   consolidated statement of operations and cash flows for such fiscal year, setting   forth comparative consolidated figures for the preceding fiscal year, all in   reasonable detail and prepared in accordance with GAAP, and certified by   independent certified public accountants of recognized national standing   whose opinion shall not be qualified as to the scope of audit or as to the   status of the Borrower or any of the Subsidiaries (other than any Immaterial   Subsidiary) as a going concern. (b) Quarterly Financial Statements. As soon   as available and in any event on or before the date on which such financial   statements are required to be filed with the SEC with respect to each of the   first three quarterly accounting periods in each fiscal year of the Borrower   (commencing with the fiscal quarter ending on June 30, 2012; provided that, with   respect to the fiscal quarter ending on June 30, 2012, such financial   statements shall be separate financial statements for each of (i) the   Borrower and its Subsidiaries as of such date and (ii) the Company and its   Subsidiaries as of such date) (or, if such financial statements are not   required to be filed with the SEC, on or before the date that is (x) in the   case of the fiscal quarters ending on June 30, 2012, and September 30, 2012,   60 days after the end of such quarterly accounting period and (y) thereafter,   45 days after the end of each such quarterly accounting period), the   consolidated balance sheet of the Borrower and its Subsidiaries as at the end   of such quarterly period and the related consolidated statement of operations   for such quarterly accounting period and for the elapsed portion of the   fiscal year ended with the last day of such quarterly period, and the related   consolidated statement of cash flows for the elapsed portion of the fiscal   year ended with the last day of such quarterly period, and setting forth   comparative consolidated figures for the related periods in the prior fiscal   year or, in the case of such consolidated balance sheet, for the last day of   the related period in the prior fiscal year, all of which shall be certified   by an Authorized Officer of the Borrower as fairly presenting in all material   respects the financial condition and results of operations of the Borrower   and its Subsidiaries (and, with respect to the financial statements for the   fiscal quarter ending on June 30, 2012, the Company and its Subsidiaries) in   accordance with GAAP, subject to changes resulting from audit and normal   year-end audit adjustments. 


    




 










 (c) Budgets. Within 90 days after the   commencement of each fiscal year of the Borrower, budgets of the Borrower in   reasonable detail for such fiscal year as customarily prepared by management   of the Borrower for their internal use consistent in scope with the financial   statements provided pursuant to Section 9.1(a), setting forth the principal   assumptions upon which such budgets are based. (d) Officer’s Certificates. At   the time of the delivery of the financial statements provided for in Sections   9.1(a) and (b), a certificate of an Authorized Officer of the Borrower (a   “Compliance Certificate”) to the effect that no Default or Event of Default   exists or, if any Default or Event of Default does exist, specifying the   nature and extent thereof, which certificate shall set forth (i) the   calculations required to establish whether the Borrower and the Restricted   Subsidiaries were in compliance with the Financial Performance Covenant as at   the end of such fiscal year or other period, as the case may be, (ii) a   specification of any change in the identity of the Restricted Subsidiaries,   Unrestricted Subsidiaries and Foreign Subsidiaries as at the end of such   fiscal year or period, as the case may be, from the Restricted Subsidiaries,   Unrestricted Subsidiaries and Foreign Subsidiaries, respectively, provided to   the Lenders on the Closing Date or the most recent fiscal year or period, as   the case may be (and, in the event there are any Unrestricted Subsidiaries, a   reconciliation or narrative explanation of such financial statements   depicting or explaining the results of the Borrower and the Restricted Subsidiaries,   on the one hand and the Unrestricted Subsidiaries on the other hand),   (iii) the then applicable Senior Secured Leverage Ratio for purposes of   determining the Applicable ABR Margin, Applicable LIBOR Margin and Commitment   Fee Rate at such time and (iv) the amount of any Pro Forma Adjustment not   previously set forth in a Pro Forma Adjustment Certificate or any change in   the amount of a Pro Forma Adjustment set forth in any Pro Forma Adjustment   Certificate previously provided and, in either case, in reasonable detail,   the calculations and basis therefor. At the time of the delivery of the   financial statements provided for in Section 9.1(a), (i) a certificate   of an Authorized Officer of the Borrower setting forth in reasonable   detail (x) the Borrower’s calculation of the Excess Cash Flow for such   fiscal year (commencing with the financial statements for the fiscal year   ended December 31, 2013) and (y) the Applicable Amount as at the end of   the fiscal year to which such financial statements relate and (ii) a   certificate of an Authorized Officer of the Borrower setting forth the   information required pursuant to Section 1(a) of the Perfection   Certificate or confirming that there has been no change in such information   since the Closing Date or the date of the most recent certificate delivered   pursuant to this clause (d)(ii), as the case may be. (e) Certain   Notices. Promptly after an Authorized Officer or any other senior officer of   any Parent Guarantor, the Borrower or any of the Restricted Subsidiaries obtains   knowledge thereof, notice of (i) the occurrence of any event that constitutes   a Default or Event of Default, which notice shall specify the nature thereof,   the period of existence thereof and what action the Borrower proposes to take   with respect thereto, (ii) any litigation or governmental proceeding pending   against any Parent Guarantor, the Borrower or any of the Restricted   Subsidiaries that could reasonably be expected to result in a Material   Adverse Effect and (iii) any other development that has resulted in, or could   reasonably be expected to result in, a Material Adverse Effect. (f)   Environmental Matters. The Borrower or the applicable Parent Guarantor or   Restricted Subsidiary will promptly advise the Lenders in writing after any   Parent Guarantor, the Borrower or any of the Restricted Subsidiaries obtains   knowledge of any one or more of the following environmental matters, unless   such environmental matters would not, individually or when aggregated with   all other such matters, be reasonably expected to result in a Material   Adverse Effect: 


    




 










 (i) Any pending or threatened Environmental   Claim against any Parent Guarantor, the Borrower or any of the Restricted   Subsidiaries or any Real Estate; (ii) Any condition or occurrence on any Real   Estate that (x) could reasonably be expected to result in noncompliance by   any Parent Guarantor, the Borrower or any of the Subsidiaries with any   applicable Environmental Law or (y) could reasonably be anticipated to form   the basis of an Environmental Claim against any Parent Guarantor, the   Borrower or any of the Subsidiaries or any Real Estate; (iii) Any condition   or occurrence on any Real Estate that could reasonably be anticipated to   cause such Real Estate to be subject to any restrictions on the ownership,   occupancy, use or transferability of such Real Estate under any Environmental   Law; and (iv) The conduct of any investigation, or any removal, remedial or   other corrective action in response to the actual or alleged presence,   release or threatened release of any Hazardous Material on, at, under or from   any Real Estate. All such notices shall describe in reasonable detail the   nature of the claim, investigation, condition, occurrence or removal or   remedial action and the response thereto. The term “Real Estate” shall mean   land, buildings and improvements owned or leased by the Borrower or any of   the Restricted Subsidiaries, but excluding all operating fixtures and   equipment, whether or not incorporated into improvements. (g) Other   Information. Promptly upon filing thereof, copies of any filings (including   on Form 10-K, 10-Q or 8-K) or registration statements with, and reports to,   the SEC or any analogous Government Authority in any relevant jurisdiction by   any Parent Guarantor, the Borrower or any of the Restricted Subsidiaries   (other than amendments to any registration statement (to the extent such   registration statement, in the form it becomes effective, is delivered to the   Lenders), exhibits to any registration statement and, if applicable, any   registration statements on Form S-8) and copies of all financial statements,   proxy statements, notices and reports that any Parent Guarantor, the Borrower   or any of the Restricted Subsidiaries shall send to the holders of any   publicly issued debt of any Parent Guarantor, the Borrower and/or any of the   Restricted Subsidiaries in their capacity as such holders (in each case to   the extent not theretofore delivered to the Lenders pursuant to this   Agreement) and, with reasonable promptness, such other information regarding   the business, financial, legal or corporate affairs (including any   information required under the Patriot Act) of any Credit Party or any of its   Restricted Subsidiaries, or compliance with the terms of the Credit   Documents, as the Administrative Agent on its own behalf or on behalf of any   Lender may reasonably request in writing from time to time. (h) Pro Forma   Adjustment Certificate. Not later than the consummation of the acquisition of   any Acquired Entity or Business by the Borrower or any Restricted Subsidiary   for which there shall be a Pro Forma Adjustment and not later than any date   on which financial statements are delivered with respect to any four-quarter   period in which a Pro Forma Adjustment is made as a result of the   consummation of the acquisition of any Acquired Entity or Business by the   Borrower or any Restricted Subsidiary for which there shall be a Pro Forma   Adjustment, a certificate of an Authorized Officer of the Borrower setting   forth the amount of such Pro Forma Adjustment and, in reasonable detail, the   calculations and basis therefor. 9.2 Books, Records and Inspections. Each of   the Borrower and each Parent Guarantor will, and will cause each of the   Subsidiaries to, maintain proper books of record and account, in which   entries that are full, true and correct in all material respects and are in   conformity with GAAP 


    




 










consistently   applied shall be made of all material financial transactions and matters   involving the assets and business of the Borrower, such Parent Guarantor or   such Subsidiary, as the case may be. Each of the Borrower and each Parent   Guarantor will, and will cause each of the Subsidiaries to, permit officers   and designated representatives of the Administrative Agent or the Required   Lenders to visit and inspect any of the properties or assets of any Parent   Guarantor, the Borrower and any such Subsidiary in whomsoever’s possession to   the extent that it is within such applicable party’s control to permit such   inspection, and to examine the books and records of any Parent Guarantor, the   Borrower and any such Subsidiary and discuss the affairs, finances and accounts   of any Parent Guarantor, the Borrower and of any such Subsidiary with, and be   advised as to the same by, its and their officers and independent   accountants, all at such reasonable times and intervals and to such   reasonable extent as the Administrative Agent or the Required Lenders may   desire; provided that there shall be no more than one such inspection in any   fiscal year unless an Event of Default has occurred and is continuing. 9.3   Maintenance of Insurance. Each of the Borrower and each Parent Guarantor   will, and will cause each of the Restricted Subsidiaries (other than any   Immaterial Subsidiary) to, at all times maintain in full force and effect,   with insurance companies that the Borrower believes (in the good faith   judgment of the management of the Borrower) are financially sound and   responsible at the time the relevant coverage is placed or renewed, insurance   in at least such amounts and against at least such risks (and with such risk   retentions) as are usually insured against in the same general area by   companies engaged in the same or a similar business; and will furnish to the   Lenders, upon written request from the Administrative Agent, information   presented in reasonable detail as to the insurance so carried. In addition to   the foregoing, if any portion of a Mortgaged Property is located in an area   identified by the Federal Emergency Management Agency as an area having   special flood hazards and in which flood insurance has been made available   under the National Flood Insurance Act of 1968 (or any amendment or successor   act thereto), then the Borrower shall maintain, or cause to be maintained,   with responsible and reputable insurance companies or associations, such   flood insurance if then available in an amount sufficient to comply with all   applicable rules and regulations promulgated pursuant to such Act. 9.4   Payment of Taxes. Except, in each case, where failure to do so could not   reasonably be expected to result in a Material Adverse Effect, each of the   Borrower and each Parent Guarantor will pay and discharge, and will cause   each of the Restricted Subsidiaries to pay and discharge, all taxes,   assessments and governmental charges or levies imposed upon it or upon its   income or profits, or upon any properties belonging to it and all lawful   claims that, if unpaid, could reasonably be expected to become a Lien upon   any properties of the Borrower, any of the Parent Guarantors or any of the   Restricted Subsidiaries; provided that none of the Borrower, any of the   Parent Guarantors or any of the Subsidiaries shall be required to pay any   such tax, assessment, charge, levy or claim (i) that is not yet delinquent or   (ii) that is being contested in good faith and by proper proceedings if it   has maintained adequate reserves (in the good faith judgment of the management   of the Borrower) with respect thereto in accordance with GAAP. 9.5   Consolidated Corporate Franchises. Each of the Borrower and each Parent   Guarantor will do, and will cause each Restricted Subsidiary (other than any   Immaterial Subsidiary) to do, or cause to be done, all things necessary to   preserve and keep in full force and effect its legal existence, corporate   rights and authority, except to the extent that the failure to do so could   not reasonably be expected to have a Material Adverse Effect; provided,   however, that each Parent Guarantor, the Borrower and the Subsidiaries may   consummate any transaction permitted under Section 10.3, 10.4 or 10.5. 


    




 










9.6 Compliance   with Statutes, Regulations, etc. Each of the Borrower and each Parent   Guarantor will, and will cause each other Restricted Subsidiary to, comply   with all applicable laws, rules, regulations, ordinances and orders of any   Governmental Authority applicable to it or its property, and take all   reasonable actions to maintain all governmental franchises, licenses,   permits, approvals and authorizations in full force and effect, in each case   except where the failure to do so could not reasonably be expected to have a   Material Adverse Effect. 9.7 ERISA. Promptly after any Parent Guarantor, the   Borrower or any Subsidiary or any ERISA Affiliate knows or has reason to know   of the occurrence of any of the following events that, individually or in the   aggregate (including in the aggregate such events previously disclosed or   exempt from disclosure hereunder, to the extent the liability therefor   remains outstanding), would be reasonably likely to have a Material Adverse   Effect, the Borrower will deliver to the Administrative Agent a certificate   of an Authorized Officer or any other senior officer of the Borrower setting   forth details as to such occurrence and the action, if any, that any Parent   Guarantor, the Borrower, such Subsidiary or such ERISA Affiliate is required   or proposes to take, together with any notices (required, proposed or otherwise)   given to or filed with or by any Parent Guarantor, the Borrower, such   Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant (other than   notices relating to an individual participant’s benefits) or the Plan   administrator with respect thereto: that a Reportable Event has occurred;   that an accumulated funding deficiency has been incurred or an application is   to be made to the Secretary of the Treasury for a waiver or modification of   the minimum funding standard (including any required installment payments) or   an extension of any amortization period under Section 412 of the Code with   respect to a Plan; that a Plan having an Unfunded Current Liability has been   or is to be terminated, reorganized, partitioned or declared insolvent under   Title IV of ERISA (including the giving of written notice thereof); that a   Plan has an Unfunded Current Liability that has or will result in a lien   under ERISA or the Code; that proceedings will be or have been instituted to   terminate a Plan having an Unfunded Current Liability (including the giving   of written notice thereof); that a proceeding has been instituted against any   Parent Guarantor, the Borrower, a Subsidiary or an ERISA Affiliate pursuant   to Section 515 of ERISA to collect a delinquent contribution to a Plan; that   the PBGC has notified any Parent Guarantor, the Borrower, any Subsidiary or   any ERISA Affiliate of its intention to appoint a trustee to administer any   Plan; that any Parent Guarantor, the Borrower, any Subsidiary or any ERISA   Affiliate has failed to make a required installment or other payment pursuant   to Section 412 of the Code with respect to a Plan; or that any Parent   Guarantor, the Borrower, any Subsidiary or any ERISA Affiliate has incurred   or will incur (or has been notified in writing that it will incur) any   liability (including any contingent or secondary liability) to or on account   of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064,   4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code. 9.8 Good   Repair. Each of the Borrower and each Parent Guarantor will, and will cause   each of the Restricted Subsidiaries to, ensure that its properties and   equipment used or useful in its business in whomsoever’s possession they may   be to the extent that it is within the control of such party to cause same,   are kept in good repair, working order and condition, normal wear and tear   excepted and casualty or condemnation excepted, and that from time to time   there are made in such properties and equipment all needful and proper   repairs, renewals, replacements, extensions, additions, betterments and   improvements thereto, to the extent and in the manner customary for companies   in similar businesses and consistent with third party leases, except in each   case to the extent the failure to do so could not be reasonably expected to   have a Material Adverse Effect. 9.9 Transactions with Affiliates. Each of the   Borrower and each Parent Guarantor will conduct, and cause each of the   Restricted Subsidiaries to conduct, all transactions with any of its   Affiliates (other than the Parent Guarantors, the Borrower or their   Restricted Subsidiaries) on terms that 


    




 









 



are   substantially as favorable to such Parent Guarantor, the Borrower or such   Restricted Subsidiary as it would obtain in a comparable arm’s-length   transaction with a Person that is not an Affiliate; provided that the   foregoing restrictions shall not apply to (a) (i) the payment of customary   annual fees to the Sponsor for management, consulting and financial services   rendered to Parent, the Borrower and the Subsidiaries in an aggregate amount   per fiscal year not to exceed the amount permitted to be paid pursuant to the   Management Services Agreement as in effect on the Closing Date and any   Management Termination Fees not to exceed the amount set forth in the   Management Services Agreement as in effect on the Closing Date; (ii)   customary and reasonable investment banking fees paid to the Sponsor for   services rendered to the Borrower and the Subsidiaries in connection with   divestitures, acquisitions, financings and other transactions, including the   Transactions; and (iii) reimbursement of reasonable out-of-pocket fees and   expenses of the Sponsor incurred in connection with any such services   rendered by the Sponsor, (b) customary fees and indemnities paid to members   of the Board of Directors (or similar governing body) of each of each Parent   Guarantor, the Borrower and the Subsidiaries, (c) transactions permitted by   Sections 10.1, 10.3, 10.4 and 10.6, (d) any issuance of securities, or other   payments, awards or grants in cash, securities or otherwise pursuant to, or   the funding of, employment arrangements, stock options and stock ownership   plans approved by the board of directors (or equivalent governing body) of   any Borrower or Parent Guarantors, (e) the payment of indemnities to   officers, employees or members of management of any Parent Guarantor, the   Borrower and its Restricted Subsidiaries in the ordinary course of business,   (f)(A) any employment or severance agreements or arrangements entered into by   any Parent Guarantor, the Borrower or any of its Restricted Subsidiaries in   the ordinary course of business, (B) any subscription agreement or similar   agreement pertaining to the repurchase of Capital Stock pursuant to put/call   rights or similar rights with employees, officers, directors or members of   management, and (C) any employee compensation, benefit plan or arrangement,   any health, disability or similar insurance plan which covers employees, and   any reasonable employment contract or arrangement and transactions pursuant   thereto, (g) any purchase by Parent of or contributions to, the equity   capital of the Parent Guarantors, and (h) any transaction in respect of which   the Borrower delivers to the Administrative Agent (for delivery to the   Lenders) a letter addressed to the board of directors (or equivalent   governing body) of the Borrower from an accounting, appraisal or investment   banking firm, in each case of nationally recognized standing, which letter   states that such transaction is on terms that when taken as a whole are no   less favorable to the Borrower or such Restricted Subsidiary, as applicable,   than would be obtained in a comparable arm’s-length transaction with a person   that is not an Affiliate. 9.10 End of Fiscal Years; Fiscal Quarters. Each of   the Borrower and each Parent Guarantor will, for financial reporting   purposes, cause (a) each of its, and each of its Subsidiaries’, fiscal years   to end on December 31 of each year and (b) each of its, and each of its   Subsidiaries’, fiscal quarters to end on dates consistent with such fiscal   year-end and the Borrower’s past practice; provided, however, that the Borrower   may, upon written notice to the Administrative Agent, change the financial   reporting convention specified above to any other financial reporting   convention reasonably acceptable to the Administrative Agent, in which case   the Borrower and the Administrative Agent will, and are hereby authorized by   the Lenders to, make any adjustments to this Agreement that are necessary in   order to reflect such change in financial reporting. 9.11 Additional   Guarantors and Grantors; Additional Subsidiaries. Except as set forth in   Section 10.1(a)(xi), each of the Borrower and each Parent Guarantor will   cause (i) each of its direct or indirect Domestic Subsidiaries (other than   any Unrestricted Subsidiary, any Immaterial Subsidiary or any Domestic   Subsidiary owned by a Foreign Subsidiary) formed or otherwise purchased or   acquired after the date hereof (including pursuant to a Permitted   Acquisition) that is not an Excluded Subsidiary and (ii) each of its   Subsidiaries (other than any Unrestricted Subsidiary or any Immaterial Subsidiary)   that is not a Domestic Subsidiary at the time it is formed or otherwise   purchased or acquired but subsequently 


    




 










becomes a   Domestic Subsidiary (other than any Unrestricted Subsidiary or any Immaterial   Subsidiary) that is not an Excluded Subsidiary, in each case to execute a   supplement to each of the Guarantee Agreement and the Security Agreement,   and, with respect to any such Subsidiary that is a direct or indirect parent   or owner of the Borrower, to this Agreement, in form and substance reasonably   satisfactory to the Administrative Agent, in order to become a guarantor   under the Guarantee Agreement and a grantor under the Security Agreement,   and, in the case of any such Subsidiary that is a direct or indirect parent   or owner of the Borrower, a party to this Agreement, and deliver the same to   the Administrative Agent. 9.12 Pledges of Additional Capital Stock and   Evidence of Indebtedness. Except as set forth in Section 10.1(a)(xi), each of   the Borrower and each Parent Guarantor will pledge, and, if applicable, will   cause each of its Domestic Subsidiaries to pledge, to the Administrative   Agent for the ratable benefit of the Secured Parties, (i) all the Capital   Stock of each of its (a) Domestic Subsidiaries that are wholly-owned Subsidiaries   (other than any Unrestricted Subsidiary or any Domestic Subsidiary owned by a   Foreign Subsidiary), (b) Domestic Subsidiaries that are not wholly-owned   Subsidiaries (other than any Unrestricted Subsidiary or any Domestic   Subsidiary that is a Subsidiary of a Foreign Subsidiary) and Minority   Investments, in each case, other than Excluded Capital Stock, and (c) each of   its Foreign Subsidiaries that are wholly-owned Subsidiaries (other than an   Unrestricted Subsidiary, any Immaterial Subsidiary or any Voting Stock   representing in excess of 65% of the issued and outstanding Voting Stock in   any of its Foreign Subsidiaries) held by any Parent Guarantor, the Borrower   or a Subsidiary Guarantor, in each case, formed or otherwise purchased or   acquired after the date hereof, in each case pursuant to a supplement to the   Pledge Agreement in form and substance reasonably satisfactory to the   Administrative Agent, (ii) all evidences of Indebtedness in excess of   $2,500,000 received by the Borrower or any of the Domestic Subsidiaries of   Holdings (other than any Unrestricted Subsidiary) in connection with any   disposition of assets pursuant to Section 10.4(b) or, if the obligor under   such Indebtedness is not a Guarantor, Section 10.4(c), in each case pursuant   to a supplement to the Pledge Agreement in form and substance reasonably   satisfactory to the Administrative Agent and (iii) any global promissory   notes executed after the date hereof evidencing Indebtedness of the Borrower,   each Subsidiary and each Minority Investment that is owing to the Borrower or   any Guarantor, in each case pursuant to a supplement to the Security   Agreement in form and substance reasonably satisfactory to the Administrative   Agent. 9.13 Use of Proceeds. The Borrower will use the Letters of Credit from   time to time issued hereunder, the proceeds of all Loans made on the Closing   Date and the proceeds of all Revolving Credit Loans from time to time made   pursuant to the Revolving Credit Commitments for the purposes set forth in   the introductory statement to this Agreement (or set forth in any Refinancing   Amendment or Incremental Amendment establishing such Revolving Credit   Commitments). The Borrower will use the proceeds of all New Term Loans and   Loans made pursuant to the Additional Revolving Credit Commitments for   general corporate purposes, including funding of Permitted Acquisitions,   dividends, capital expenditures and repayment of Indebtedness not prohibited   hereunder. The Borrower will use the proceeds of all Refinancing Term Loans   and Term B-1 Loans incurred on the First Amendment Effective Date to   refinance the Term Loans outstanding immediately prior to the First Amendment   Effective Date and to pay fees (including the prepayment premium required to   be paid pursuant to Section 2.20 of this Agreement) and expenses incurred in   connection therewith. The Borrower will use the proceeds of all Refinancing   Term Loans incurred on the Second Amendment Effective Date to refinance the   Term B-1 Loans outstanding immediately prior to the Second Amendment   Effective Date. The Borrower will use the proceeds of all Refinancing Term   Loans incurred on the Third Amendment Effective Date to refinance the Term B   Loans outstanding immediately prior to the Third Amendment Effective Date.   The Borrower will use the proceeds of all New Term Loans incurred on the   Fifth Amendment Effective Date 


    




 










(a) to   refinance the Term B-1 Loans outstanding immediately prior to the Fifth   Amendment Effective Date and to pay fees and expenses in connection therewith   and (b) for general corporate purposes. The Borrower will use the proceeds of   (a) Refinancing Term B Loans to refinance the Existing Term B Loans and (b)   the New Term B Loans (i) to pay the fees and expenses and other additional   amounts incurred or owing in connection with the transactions contemplated   under the Sixth Amendment, (ii) to finance the NuLink Acquisition, (iii) to   repurchase or redeem a portion of the Senior Subordinated Notes and (iv) for   general corporate purposes. 9.14 Changes in Business. The Borrower and its   Restricted Subsidiaries, taken as a whole, will not fundamentally and   substantively alter the character of their business, taken as a whole, from   the business conducted by the Borrower and its Restricted Subsidiaries, taken   as a whole, on the Closing Date and other business activities incidental,   related or reasonably complementary to any of the foregoing. 9.15 Further   Assurances. (a) Each of the Borrower and each Parent Guarantor will, and will   cause each other Credit Party to, execute any and all further documents,   financing statements, agreements and instruments, and take all such further   actions (including the filing and recording of financing statements, fixture   filings, mortgages, deeds of trust and other documents), which may be   required under any applicable law, or which the Administrative Agent or the   Required Lenders may reasonably request in writing, in order to grant,   preserve, protect and perfect the validity and priority of the security   interests created or intended to be created by the Security Documents, all at   the expense of the Borrower and the Restricted Subsidiaries. The Borrower and   each Parent Guarantor shall use commercially reasonable efforts to obtain,   and the cause each Excluded Subsidiary to obtain, any ministerial, administrative   or routine governmental approvals, consents, conditions, notifications or   authorizations that, if obtained or satisfied, would result in such Person   ceasing to be an Excluded Subsidiary or any Capital Stock ceasing to be   Excluded Capital Stock; provided that such efforts are not required to be   commenced in advance of any Permitted Acquisition or other Investment   pursuant to which any such Excluded Subsidiary or Excluded Capital Stock is   acquired. (b) If any assets (including any fee owned real estate or   improvements thereto or any interest therein) with a book value or fair   market value in excess of $5,000,000 are acquired by any Credit Party after   the Closing Date (other than assets constituting Collateral under the   Security Documents that become subject to the Lien of the applicable Security   Document upon acquisition thereof) that are of the nature secured by the   Security Agreement or any Mortgage, as the case may be, the Borrower will   notify the Administrative Agent and the Lenders thereof, and, if requested by   the Administrative Agent or the Required Lenders in writing, the Borrower   will cause such assets to be subjected to a Lien securing the applicable   Obligations and will take, and cause the other Credit Parties to take, such   actions as shall be necessary or reasonably requested by the Administrative   Agent to grant and perfect such Liens (in the case of Collateral other than   Capital Stock, under the laws of the United States, any state or territory   thereof, or the District of Columbia) consistent with the applicable   requirements of the Security Documents, including actions described in   paragraph (a) of this Section 9.15, all at the expense of the Credit Parties.   Any Mortgage delivered to the Administrative Agent in accordance with the   preceding sentence shall be accompanied by (x) a policy or policies of title   insurance issued by a nationally recognized title insurance company insuring   the Lien of each Mortgage as a valid First Priority Lien on the Mortgaged   Property described therein, together with such endorsements, coinsurance and   reinsurance as the Administrative Agent may reasonably request, (y) a flood   zone determination and any applicable Borrower notices with respect thereto   and any flood insurance that may be required under Section 9.3 and (z) an   opinion of local counsel to the Borrower (or in the event a


    




 










Subsidiary of   the Borrower is the mortgagor, to such Subsidiary), in form and substance   reasonably satisfactory to the Administrative Agent. 9.16 Maintenance of   Rating of Facilities. The Borrower will use commercially reasonable efforts   to cause each of (i) a public senior secured credit rating with respect to   the credit facilities hereunder from each of S&P and Moody’s and (ii) a   public corporate rating by S&P and a public corporate family rating by   Moody’s of the Borrower, to be available at all times until the last Maturity   Date under this Agreement. 9.17 Interest Rate Protection. Commencing not   later than 180 days after the Closing Date, not less than 50% of the   aggregate principal amount of then outstanding Funded Debt (excluding   Revolving Credit Loans) shall be either (x) fixed rate debt or (y) debt   subject to Hedge Agreements. Such Hedge Agreements shall be maintained for   not less than two years. 9.18 Limitations on Activities. No Parent Guarantor   will engage in any business or activity other than (i) the ownership of all   the outstanding shares of Capital Stock of the Parent Companies and the   Borrower, as applicable, (ii) maintaining its corporate or other existence,   (iii) participating in tax, accounting and other administrative matters as a   member of the consolidated group of the Parent Guarantors and the Borrower,   (iv) the performance of the Credit Documents to which it is a party, (v)   making any dividend or distribution permitted by Section 10.6 or holding any   cash, Capital Stock or property received in connection with dividends or   distributions made by the Borrower in accordance with Section 10.6 pending   (x) application thereof by any applicable Parent Guarantor, as applicable, in   the manner contemplated by Section 10.6 or (y) transactions permitted under   this Agreement, (vi) Indebtedness permitted under Section 10.1, including   without limitation, Permitted Intercompany Indebtedness and the guarantees of   such Permitted Intercompany Indebtedness by the Parent Guarantors, (vii)   transactions permitted under Section 10.3, 10.4, 10.5 or 10.6, (viii)   ownership of any Unrestricted Subsidiary to the extent otherwise permitted   hereunder and (ix) activities incidental to the businesses or activities   described in clauses (i) to (viii) of this Section 9.18. 9.19 Designation of   Subsidiaries. The Borrower may, at any time after the Closing Date, designate   any Restricted Subsidiary of the Borrower as any Unrestricted Subsidiary or   any Unrestricted Subsidiary as a Restricted Subsidiary by providing written   notice thereof to the Administrative Agent; provided that (a) immediately   prior to and after giving effect to such designation, no Default or Event of   Default shall have occurred and be continuing; and (b) in the case of any   designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (i) any   Subsidiary so designated does not, directly, indirectly or beneficially own   any Capital Stock or Indebtedness of, or own or hold any Lien on any property   or assets of, the Borrower or any of its Restricted Subsidiaries, (ii)   neither the Borrower nor any of its Restricted Subsidiaries shall at any time   be directly or indirectly liable for any Indebtedness that permits the holder   thereof to (with the passage of time or notice or both) declare a default   thereon or cause the payment thereof to be accelerated or payable prior to   its stated maturity upon the occurrence of a default with respect to any   indebtedness, lien or other obligations of any Unrestricted Subsidiary   (including the right to take enforcement action against such Unrestricted   Subsidiary), (iii) any such designation shall constitute an Investment on the   date of such designation in an Unrestricted Subsidiary in an amount equal to   the sum of (x) the fair market value of the equity interest in the Subsidiary   to be designated as an Unrestricted Subsidiary held by any Credit Party or   Restricted Subsidiary (without duplication) and (y) the aggregate principal   amount of any Indebtedness owed by such Subsidiary to any Credit Party or   Restricted Subsidiary immediately prior to such designation, and (iv) such   Subsidiary shall have been or will promptly be designated an “unrestricted   subsidiary” (or otherwise not be subject to the covenants) under (I) the   Senior Unsecured Notes Indenture and all 


    




 










Permitted   Refinancing Indebtedness in respect thereof and (II) the Senior Subordinated   Notes Indenture and all Permitted Refinancing Indebtedness in respect   thereof, (c) no Unrestricted Subsidiary that has been designated as a   Restricted Subsidiary pursuant to this Section 9.19 may again be designated   as an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary   as a Restricted Subsidiary shall constitute the incurrence by such Subsidiary   at the time of designation of any Investments, Indebtedness or Liens of such   Subsidiary existing at such time, and (d) during the Permitted Tax   Distribution Period, neither Knology nor any of its Subsidiaries may be   designated as an Unrestricted Subsidiary. 9.20 Post-Closing Covenants. The   Borrower will cause to be delivered or performed the documents and other   agreements set forth on Schedule 9.20 within the time frames specified   therein. SECTION 10. Negative Covenants The Borrower and the Parent   Guarantors hereby covenant and agree that on the Closing Date and thereafter,   until the Commitments and each Letter of Credit have terminated and the Loans   and Unpaid Drawings, together with interest, Fees and all other Obligations   (other than inchoate indemnity obligations) incurred hereunder, are paid in   full: 10.1 Limitation on Indebtedness. (a) The Borrower and the Parent   Guarantors will not, and will not permit any of the Restricted Subsidiaries   to, create, incur, assume or suffer to exist any Indebtedness, except: (i)   Indebtedness arising under the Credit Documents; (ii) Indebtedness of (x) the   Borrower or any of the Parent Guarantors to the Borrower, any of the Parent   Guarantors or any Subsidiary of the Borrower (including, without limitation,   the Permitted Intercompany Indebtedness) and (y) subject to compliance with Section   10.5(g), any Restricted Subsidiary to the Borrower or any of the Parent   Guarantors or any other Restricted Subsidiary of the Borrower; provided that   (A) all such Indebtedness owing to a Credit Party shall be subject to a   perfected, First Priority Lien pursuant to the Pledge Agreement, and (B) all   such Indebtedness shall be unsecured and, if constituting an obligation of a   Credit Party, subordinated in right of payment to the payment in full of the   Obligations pursuant to the terms of any applicable promissory notes or an   intercompany subordination agreement on terms and conditions no less   favorable to the Lenders than the terms and conditions set forth in the Loan   and Reimbursement Agreement (as in effect on the date hereof) or otherwise in   a manner reasonably satisfactory to Administrative Agent; (iii) Indebtedness   in respect of any bankers’ acceptance, letter of credit, warehouse receipt or   similar facilities entered into in the ordinary course of business; (iv)   except as provided in clauses (x), (xi) and (xiii) below, subject to   compliance with Section 10.5(g), Guarantee Obligations incurred by (x)   Restricted Subsidiaries in respect of Indebtedness of the Borrower or other   Restricted Subsidiaries that is permitted to be incurred under this Agreement,   (y) the Borrower or any of the Parent Guarantors in respect of Indebtedness   of the Borrower or the Restricted Subsidiaries that is permitted to be   incurred under this Agreement and (z) any Foreign Subsidiary in respect of   Indebtedness of any other Foreign Subsidiary that is permitted to be incurred   under this Agreement; (v) Guarantee Obligations incurred in the ordinary   course of business in respect of obligations of suppliers, customers,   franchisees, lessors and licensees;


    




 










(vi) (w) Indebtedness   of the Borrower or the Restricted Subsidiaries (including Indebtedness   arising under Capital Leases but excluding Indebtedness incurred in   connection with Permitted Acquisitions) incurred within 270 days of the   acquisition, construction or improvement of fixed or capital assets to   finance the acquisition, construction or improvement of such fixed or capital   assets subject to pro forma compliance with Section 10.9, (x) Indebtedness of   the Borrower or the Restricted Subsidiaries arising under Capital Leases   entered into in connection with Permitted Sale Leasebacks, (y) Indebtedness   of the Borrower or the Restricted Subsidiaries arising under Capital Leases,   other than Capital Leases in effect on the date hereof and Capital Leases   entered into pursuant to subclauses (w) and (x) above; provided, that the   aggregate amount of Indebtedness incurred pursuant to this subclause (y)   shall not exceed $40,000,000 at any time outstanding, and (z) any Permitted   Refinancing Indebtedness issued or incurred to Refinance such Indebtedness;   (vii) (A) Indebtedness outstanding on the date hereof and listed on Schedule   10.1 and (B) any Permitted Refinancing Indebtedness incurred to Refinance (in   whole or in part) such Indebtedness; (viii) Indebtedness in respect of Hedge   Agreements; (ix) (A) Indebtedness under the Senior Unsecured Notes, and any   Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness   and (B) Indebtedness under the Senior Subordinated Notes, and any Permitted   Refinancing Indebtedness incurred to Refinance such Indebtedness; (x) (A)   Indebtedness of a Person or Indebtedness attaching to assets of a Person   that, in either case, becomes a Restricted Subsidiary or Indebtedness   attaching to assets that are acquired by the Borrower or any Restricted   Subsidiary, in each case after the Closing Date as the result of a Permitted   Acquisition; provided that (w) before and after giving effect thereto, no   Default or Event of Default shall have occurred and be continuing, (x) such   Indebtedness existed at the time such Person became a Restricted Subsidiary   or at the time such assets were acquired and, in each case, was not created   in anticipation thereof, (y) such Indebtedness is not guaranteed in any   respect by the Borrower, any Parent Guarantor or any Restricted Subsidiary   (other than by any such person that so becomes a Restricted Subsidiary), (z)   (1) the Capital Stock of such Person is pledged to the Administrative Agent   to the extent required under Section 9.12 and (2) such Person executes a   supplement to the Guarantee Agreement and the applicable Security Documents   (or alternative guarantee and security arrangements in relation to the   Obligations reasonably acceptable to the Administrative Agent) to the extent   required under Sections 9.11 or 9.12, as applicable, and (B) any Permitted   Refinancing Indebtedness incurred to Refinance such Indebtedness; (xi) (A)   Indebtedness of the Borrower or any Restricted Subsidiary issued or incurred   to finance a Permitted Acquisition; provided that (u) the Total Leverage   Ratio on a Pro Forma Basis as of the date of such Permitted Acquisition (but   excluding any cash or cash equivalents constituting proceeds of such   Indebtedness which may otherwise reduce the amount of Consolidated Net Debt   for such purpose), shall be less than 6.50 to 1.00, as certified by a   certificate from the Chief Financial Officer or Treasurer (or other   equivalent officer) of the Borrower demonstrating such compliance in   reasonable detail, (v) the Borrower shall be in compliance, on a Pro Forma   Basis, with the Financial Performance Covenant, as such covenant is   recomputed as at the most recent Test Period for which Section 9.1 Financials   have been


    




 










delivered, as   if such acquisition had occurred on the first day of such Test Period, as   certified by a certificate from the Chief Financial Officer or Treasurer (or   other equivalent officer) of the Borrower demonstrating such compliance in   reasonable detail, (w) such Indebtedness is not guaranteed in any respect by   any Parent Guarantor or any Restricted Subsidiary unless such Parent   Guarantor or Restricted Subsidiary is a Guarantor (or becomes a Guarantor   substantially concurrently with the incurrence of such Indebtedness or   guarantee), (x)(1) the Parent Guarantor, the Borrower or such other relevant   Credit Party pledges the Capital Stock of any Person acquired (the “acquired   Person”) to the Administrative Agent to the extent required under Section   9.12 and (2) such acquired Person executes a supplement to the applicable   Guarantee Agreement and the applicable Security Agreements (or alternative   guarantee and security arrangements in relation to the Obligations reasonably   acceptable to the Administrative Agent) to the extent required under Sections   9.11 or 9.12, as applicable; provided that the requirements of this subclause   (x) shall not apply to an aggregate amount at any time outstanding of up to   (and including) the amount of the Guarantee and Collateral Exception Amount   at such time of the aggregate of (I) such Indebtedness and (II) all other   Indebtedness as to which this proviso then applies, (y) such Indebtedness   (other than any such Indebtedness constituting Permitted Secured Acquisition   Debt) does not have a maturity or have scheduled amortization or payments of   principal and is not subject to mandatory redemption or prepayment (except   customary asset sale or change of control provisions which allow for the   payment of the Obligations prior to such Indebtedness), in each case, prior   to six months following the Latest Maturity Date at the time of incurrence of   such Indebtedness and will not have a shorter Weighted Average Life to   Maturity than the Weighted Average Life to Maturity of any then outstanding   Loans, and (z) to the extent such Indebtedness is secured pursuant to Section   10.2(h), (1) the Senior Secured Leverage Ratio, on a Pro Forma Basis as of   the date of such Permitted Acquisition, shall not exceed 4.50 to 1.00 (or, if   such Senior Secured Leverage Ratio exceeds 4.50 to 1.00, the Senior Secured   Leverage Ratio, calculated on a Pro Forma Basis (giving effect to such   Permitted Acquisition and Indebtedness), is not in excess of the Senior   Secured Leverage Ratio calculated on a Pro Forma Basis immediately prior to   such incurrence of secured Indebtedness and the consummation of such Permitted   Acquisition, and without giving effect to such incurrence of secured   Indebtedness and such Permitted Acquisition), as certified by a certificate   from the Chief Financial Officer or Treasurer (or other equivalent officer)   of the Borrower demonstrating such compliance in reasonable detail and (2) to   the extent the Liens securing such Indebtedness are on any assets   constituting Collateral, such Indebtedness shall be Permitted Secured   Acquisition Debt, and (B) any Permitted Refinancing Indebtedness incurred to   Refinance such Indebtedness; provided further that if such Indebtedness   constitutes Permitted Secured Acquisition Debt and the provisions of clause   (b) of the definition of Permitted Secured Acquisition Debt are applicable   (or Permitted Refinancing Indebtedness in respect thereof), then the   applicable margins on the relevant Term Loans described therein shall be   increased as provided therein concurrently with the incurrence of such   Permitted Secured Acquisition Debt (or Permitted Refinancing Indebtedness in   respect thereof); (xii) Indebtedness in respect of bids, trade contracts   (other than for debt for borrowed money), leases (other than Capital Lease   Obligations), statutory obligations, surety, bid, stay, customs and appeal   bonds, performance, performance and completion and return of money bonds,   government contracts, financial assurances and completion guarantees and   similar obligations, in each case provided in the ordinary course of   business, including those incurred to secure health, safety and environmental   obligations in the ordinary course of business (including letters of credit,   bank guarantees or similar instruments in lieu of such items to support the   issuance thereof); 


    




 










(xiii)   Permitted Additional Junior Debt in an amount not to exceed (i) $35,000,000   plus (ii) any such additional amount so long as (x) the Total Leverage Ratio   shall be less than 6.50 to 1.00, determined on a Pro Forma Basis as of the   date of incurrence of such Permitted Additional Junior Debt (but excluding   any cash or cash equivalents constituting proceeds of such Indebtedness which   may otherwise reduce the amount of Consolidated Net Debt for such purpose),   and (y) if such Indebtedness is secured on a junior lien, lien subordinated   basis with respect to the Obligations, the Senior Secured Leverage Ratio   shall be less than 4.25 to 1.00, determined on a Pro Forma Basis as of the   date of incurrence of such Permitted Additional Junior Debt (but excluding   any cash or cash equivalents constituting proceeds of such Indebtedness which   may otherwise reduce the amount of Consolidated Net Debt for such purpose),   in each case, as if any such Indebtedness had been outstanding and fully   borrowed, and any Permitted Refinancing Indebtedness incurred to Refinance   such Indebtedness;  (xiv) Indebtedness   arising from agreements of the Borrower or any Restricted Subsidiary   providing for indemnification, adjustment of purchase or acquisition price or   similar obligations, in each case, incurred or assumed in connection with the   acquisition or disposition of any business or assets (including Capital Stock   of Subsidiaries) of the Borrower or any Subsidiary permitted by Section 10.5,   other than Guarantees of Indebtedness incurred by any person acquiring all or   any portion of such business or assets for the purpose of financing such   acquisition; (xv) Indebtedness consisting of promissory notes issued by the   Borrower and its Restricted Subsidiaries to current or former directors,   officers, employees, members of management or consultants of such person (or   their respective estate, heirs, family members, spouse or former spouse) to   finance the purchase or redemption of Capital Stock of Parent or any direct   or indirect parent thereof permitted by Section 10.6(b); (xvi) Cash   Management Obligations and other Indebtedness in respect of netting services,   overdraft protection and similar arrangements, in each case, in connection   with cash management and deposit accounts; (xvii) Indebtedness consisting of   (i) the financing of insurance premiums or (ii) take-or-pay obligations   contained in supply arrangements, in each case, in the ordinary course of   business; (xviii) Indebtedness in respect of letters of credit, bankers’   acceptances supporting trade payables, warehouse receipts or similar facilities   entered into in the ordinary course of business;  (xix) without duplication of any other   Indebtedness, non-cash accruals of interest, accretion or amortization of   original issue discount and/or pay-in-kind interest to the extent such   Indebtedness is permitted hereunder;    (xx) all premiums (if any), interest (including post-petition   interest), fees, expenses, charges and additional or contingent interest on   obligations described in clauses (i) through (xix); (xxi) Indebtedness of the   Borrower or any Restricted Subsidiary that is unsecured or Indebtedness of a   Restricted Foreign Subsidiary that is secured solely by property of   Restricted Foreign Subsidiaries in an aggregate principal amount not to   exceed $50,000,000 at any time outstanding; and


    




 










(xxii) Credit   Agreement Refinancing Indebtedness. (b) Neither the Borrower nor any Parent   Guarantor will issue any preferred Capital Stock other than Qualified PIK   Securities. The Borrower will not permit any Restricted Subsidiary to issue   any preferred Capital Stock to any Person other than the Borrower or the   Subsidiary Guarantors (or, in the case of a Restricted Subsidiary not   directly owned by the Borrower or a Subsidiary Guarantor, to another   Restricted Subsidiary) other than Qualified PIK Securities. 10.2 Limitation   on Liens. The Borrower and the Parent Guarantors will not, and will not   permit any of the Restricted Subsidiaries to, create, incur, assume or suffer   to exist any Lien upon any property or assets of any kind (real or personal,   tangible or intangible) of the Borrower, any Parent Guarantor or any   Restricted Subsidiary, whether now owned or hereafter acquired, except: (a)   Liens arising under the Credit Documents; (b) Permitted Liens; (c) Liens   securing Indebtedness permitted pursuant to Section 10.1(a)(vi); provided   that such Liens attach at all times only to the assets so financed; (d) Liens   existing on the date hereof and listed on Schedule 10.2; (e) the replacement,   extension or renewal of any Lien permitted by clauses (a), (c), (d), (f),   (g), (h), (i) and (k) of this Section 10.2 upon or in the same assets   theretofore subject to such Lien in connection with the incurrence of   Permitted Refinancing Indebtedness in respect of the Indebtedness secured   thereby; (f) Liens existing on the assets of any Person that becomes a   Restricted Subsidiary, or existing on assets acquired, pursuant to a   Permitted Acquisition to the extent the Liens on such assets secure   Indebtedness permitted by Section 10.1(a)(x); provided that such Liens attach   at all times only to the same assets that such Liens attached to, and secure   only the same Indebtedness (or any Permitted Refinancing Indebtedness   incurred to Refinance such Indebtedness permitted by Section 10.1(a)(x)) that   such Liens secured, immediately prior to such Permitted Acquisition; (g) (i)   Liens placed upon the Capital Stock of any Restricted Subsidiary acquired   pursuant to a Permitted Acquisition to secure Indebtedness of the Borrower or   any other Restricted Subsidiary in an aggregate amount at any time   outstanding not to exceed the Guarantee and Collateral Exception Amount   incurred pursuant to Section 10.1(a)(xi) in connection with such Permitted   Acquisition and (ii) Liens placed upon the assets of such Restricted   Subsidiary to secure a guarantee by such Restricted Subsidiary of any such   Indebtedness of the Borrower or any other Restricted Subsidiary in an   aggregate amount at any time outstanding not to exceed the Guarantee and   Collateral Exception Amount; (h) Liens securing Permitted Secured Acquisition   Debt permitted by Section 10.1(a)(xi); provided that such Liens attach at all   times only to the Collateral and to no property or assets of Holdings and its   Subsidiaries other than the Collateral;


    




 










(i) Liens   securing Permitted Additional Junior Debt permitted by Section 10.1(a)(xiii);   provided that such Liens attach at all times only to the Collateral and to no   property or assets of Holdings and its Subsidiaries other than the   Collateral;  (j) additional Liens so   long as the aggregate principal amount of the obligations so secured does not   exceed $60,000,000 at any time outstanding; and (k) Liens securing Credit   Agreement Refinancing Indebtedness permitted to be incurred under Section   10.1(a)(xxii); provided that, (A) in the case of Liens securing obligations   with respect thereto on a pari passu basis with the Liens securing the   Obligations, the Senior Representative acting on behalf of the holders of   such Indebtedness shall have become party to the Pari Passu Intercreditor Agreement   and (B) in the case of Liens securing obligations with respect thereto on a   junior lien, subordinated basis to the Obligations, the Senior Representative   acting on behalf of the holders of such Indebtedness shall have entered into   the Second Lien Intercreditor Agreement. 10.3 Limitation on Fundamental   Changes. The Borrower and the Parent Guarantors will not, and will not permit   any of the Restricted Subsidiaries to, enter into any merger, consolidation   or amalgamation, or liquidate, wind up or dissolve itself (or suffer any   liquidation or dissolution), or convey, sell, lease, assign, transfer or   otherwise dispose of, all or substantially all its business units, assets or   other properties, except that: (a) (i) any Subsidiary of the Borrower or any   other Person may be merged or consolidated with or into the Borrower;   provided that the Borrower shall be the continuing or surviving entity; (ii)   any Parent Company may be merged or consolidated with or into Holdings;   provided that Holdings shall be the continuing or surviving entity; and (iii)   any Parent Company may be merged or consolidated with or into any other   Parent Company; provided that a Parent Company shall be the continuing or   surviving entity; (b) any Subsidiary of the Borrower or any other Person may   be merged, amalgamated or consolidated with or into any one or more   Subsidiaries of the Borrower; provided that (i) in the case of any merger,   amalgamation or consolidation involving one or more Restricted Subsidiaries,   a Restricted Subsidiary shall be the continuing or surviving entity, and (ii)   in the case of any merger, amalgamation or consolidation involving one or   more Subsidiary Guarantors, a Subsidiary Guarantor shall be the continuing or   surviving entity; (c) (i) any Restricted Subsidiary that is not a Subsidiary   Guarantor may sell, lease, transfer or otherwise dispose of any or all of its   assets (upon voluntary liquidation or otherwise) to the Borrower, a   Subsidiary Guarantor or any other Restricted Subsidiary of the Borrower,   subject to compliance with Section 10.5(g) and (ii) the Borrower or any   Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any   or all of its assets (upon voluntary liquidation or otherwise) to other   Persons (including by way of merger, in the case of a Restricted Subsidiary),   so long as such sale, lease, transfer or other disposition (x) does not   constitute a sale, lease, transfer or other disposition of all or   substantially all of the business units, assets or properties of the Borrower   and its Restricted Subsidiaries, taken as a whole, and (y) is in compliance   with Section 10.4; (d) any Guarantor may sell, lease, transfer or otherwise   dispose of any or all of its assets (upon voluntary liquidation or otherwise)   to the Borrower or any Guarantor; 


    




 










(e) any   Restricted Subsidiary may liquidate or dissolve if (x) the Borrower   determines in good faith that such liquidation or dissolution is in the best   interests of the Borrower and is not materially disadvantageous to the   Lenders and (y) to the extent such Restricted Subsidiary is a Credit Party,   any assets or business not otherwise disposed of or transferred in accordance   with Section 10.4 or 10.5, or, in the case of any such business,   discontinued, shall be transferred to, or otherwise owned or conducted by,   another Credit Party after giving effect to such liquidation or   dissolution;  (f) any Subsidiary of a   Parent Guarantor (other than the Borrower) that is not a Subsidiary of the   Borrower may be merged, amalgamated or consolidated with or into any other   Subsidiary of a Parent Guarantor (other than the Borrower) or a Parent   Guarantor; provided that a Parent Guarantor shall be the continuing or   surviving entity; and (g) any Restricted Subsidiary may merge with any other   Person in order to (i) effect an Investment permitted pursuant to Section   10.5 (provided that (A) the continuing or surviving Person shall be a   Restricted Subsidiary, which together with each of its Restricted   Subsidiaries, shall have complied with the requirements of Sections 9.11 and   9.12 and (B) to the extent constituting an Investment, such Investment must   be a permitted Investment in accordance with Section 10.5) or (ii) effect the   designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an   Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section   9.19. 10.4 Limitation on Sale of Assets. The Borrower and the Parent   Guarantors will not, and will not permit any of the Restricted Subsidiaries   to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of   its property, business or assets (including receivables and leasehold   interests), whether now owned or hereafter acquired (other than any such   sale, transfer, assignment or other disposition resulting from any casualty or   condemnation, of any assets of the Borrower or the Restricted Subsidiaries)   or (ii) sell to any Person (other than the Borrower or a Guarantor) any   shares owned by it of any Restricted Subsidiary’s Capital Stock or issue any   Capital Stock of a Restricted Subsidiary to any Person (other than the   Borrower or a Guarantor or, solely in the case of a Restricted Subsidiary   that is not a Guarantor, to another Restricted Subsidiary), except that: (a)   the Parent Guarantors, the Borrower and the Restricted Subsidiaries may sell,   transfer or otherwise dispose of used or surplus equipment, vehicles,   inventory and other assets, including any tangible or intangible property, in   the ordinary course of business; (b) the Borrower and the Restricted   Subsidiaries may sell, transfer or otherwise dispose of other assets (other   than accounts receivable (unless in connection with a sale of a division as   permitted herein)) for fair market value; provided that (i) with respect to   any such sale, transfer or disposition pursuant to this clause (b) for a   purchase price in excess of $5,000,000, the Borrower or such Restricted   Subsidiary shall receive not less than 75% of such consideration in the form   of cash or cash equivalents (in each case, free and clear of all Liens, other   than Liens granted under the Security Documents and nonconsensual Liens   permitted under Section 10.2); provided that for the purposes of this clause   (i), any Designated Non-Cash Consideration received by the Borrower or such   Restricted Subsidiary in respect of such sale, transfer or disposition having   an aggregate fair market value, taken together with all other Designated   Non-Cash Consideration received pursuant to this Section 10.4(b) that has not   been converted to cash, not in excess of $70,000,000 at the time of the   receipt of such Designated Non-Cash Consideration, with the fair market value   of each item of Designated Non-Cash Consideration being measured at the time   received and without giving effect to subsequent changes in value, shall, in   each case, be deemed to be cash, (ii) any non-cash proceeds received are   pledged to the Administrative Agent to the extent required under Section   9.12, (iii) the Net Cash Proceeds of any such transaction


    




 










which is an   Asset Sale Prepayment Event shall be applied to prepay the Loans to the   extent provided for in Section 5.2(a), (iv) with respect to any such sale,   transfer or disposition (or series of related sales, transfers or   dispositions), the Borrower shall be in compliance, on a Pro Forma Basis,   with the Financial Performance Covenant, as such covenant is recomputed as at   the last day of the most recently ended Test Period for which Section 9.1   Financials have been delivered and (v) after giving effect to any such sale,   transfer or disposition, no Default or Event of Default shall have occurred   and be continuing;  (c) (i) the Parent   Guarantors, the Borrower and the Restricted Subsidiaries may make sales of   assets to the Borrower or to any Subsidiary Guarantor or any Parent   Guarantor; and (ii) the Borrower and the Restricted Subsidiaries may make   sales of assets to Restricted Subsidiaries that are not Guarantors; provided   that, in the case of this clause (ii), (w) such sale, transfer or disposition   shall be for fair market value, (x) the aggregate amount of such sales,   transfers and dispositions since the Closing Date shall not exceed   $70,000,000, (y) at least 50% of the consideration received by the Borrower   and the Restricted Subsidiaries shall consist of cash and cash equivalents)   and (z) any non-cash proceeds received are pledged to the Administrative   Agent to the extent required under Section 9.12; (d) any Parent Guarantor,   the Borrower or any Restricted Subsidiary may effect any transaction   permitted by Section 10.3 or 10.6;  (e)   in addition to selling or transferring accounts receivable pursuant to the   other provisions hereof, the Borrower and the Restricted Subsidiaries may (i)   sell or discount without recourse accounts receivable arising in the ordinary   course of business in connection with the compromise or collection thereof   and (ii) sell or transfer accounts receivable and related rights pursuant to   customary receivables financing facilities so long as, in the case of clauses   (i) and (ii), the Net Cash Proceeds thereof to the Borrower and its Restricted   Subsidiaries (except in the case of transactions permitted by Section   10.4(e)(i) to the extent the Net Cash Proceeds of any such transaction do not   exceed $10,000) are promptly applied to the prepayment of Loans and/or   commitment reductions as provided for in Section 5.2;  (f) the Borrower and its Restricted   Subsidiaries may lease or sub-lease any real property or personal property in   the ordinary course of business;  (g)   any Asset Swap shall be permitted; provided that (i) no Default or Event of   Default shall exist and be continuing before or after giving effect thereto   and (ii) if and to the extent that the Borrower and its Restricted   Subsidiaries receive consideration for the cable television system or systems   (or portions thereof) and related assets transferred to them in connection   with such Asset Swap that is in addition to the cable television systems (or   portions thereof) and related assets received upon disposition thereof, such   Asset Swap shall be deemed to be a disposition of assets and shall be   permitted only if the provisions of Section 10.4(b) and Section 5.2 shall be   complied with in connection therewith;    (h) the Borrower and its Restricted Subsidiaries may abandon, allow to   lapse or otherwise dispose of intangible property that the Borrower or such   Restricted Subsidiary shall determine in its reasonable business judgment is   immaterial to the conduct of its business;    (i) forgiveness of any loans or advances made pursuant to Section   10.5(c); (j) licensing and cross-licensing arrangements involving any   technology or other intellectual property of the Borrower or any Restricted   Subsidiary in the ordinary course of business;


    




 










(k) transfers   of property subject to casualty or condemnation proceeding (including in lieu   thereof) upon receipt of the Net Proceeds therefor; (l) sales, transfers,   leases and other dispositions of property in the ordinary course of business   consisting of the abandonment of intellectual property rights which, in the   reasonable good faith determination of the Borrower, are not material to the   conduct of the business of the Borrower and its Restricted Subsidiaries; and   (m) Liens permitted by Section 10.2 and Investments permitted by Section 10.5   (excluding Section 10.5(r)). 10.5 Limitation on Investments. The Borrower and   the Parent Guarantors will not, and will not permit any of the Restricted   Subsidiaries to, make any advance, loan, extensions of credit or capital   contribution to, or purchase any stock, bonds, notes, debentures or other   securities of or any assets of, or make any other Investment in, any Person,   except: (a) extensions of trade credit and asset purchases in the ordinary   course of business; (b) Permitted Investments; (c) loans and advances to   officers, directors and employees of the Borrower or any of its Subsidiaries   in an aggregate principal amount at any time outstanding under this clause   (c) (determined without regard to any write-downs or write-offs of such loans   or advances) not exceeding $30,000,000; (d) Investments existing on the date   hereof and listed on Schedule 10.5 and any extensions, renewals or   reinvestments thereof, so long as the aggregate amount of all Investments   pursuant to this clause (d) is not increased at any time above the amount of   such Investments existing on the date hereof; (e) Investments received in   connection with the bankruptcy or reorganization of suppliers or customers   and in settlement of delinquent obligations of, and other disputes with,   customers arising in the ordinary course of business; (f) Investments to the   extent that payment for such Investments is made solely with Capital Stock of   Holdings or Parent; (g) Investments (i) in any Guarantor or the Borrower and   (ii) in Restricted Subsidiaries that are not Guarantors, in the case of this   clause (g)(ii), in an aggregate amount not to exceed the Applicable Amount at   any time outstanding (valued net in the case of intercompany loans); provided   that intercompany current liabilities incurred in the ordinary course of   business in connection with the cash management operations of the Borrower   and its Restricted Subsidiaries shall not be included in calculating the   limitation in this paragraph at any time; (h) Investments constituting   Permitted Acquisitions; provided that (i) the aggregate amount of any such investment,   as valued at the fair market value of such investment at the time each such   investment is made, made by Holdings, the Borrower or any Restricted   Subsidiary in any Restricted Foreign Subsidiary, to the extent that such   Restricted Foreign Subsidiary does not become a Subsidiary Guarantor pursuant   to Section 9.11 and does not enter into the guarantee and collateral   arrangements


    




 










contemplated   thereby, shall not exceed the Applicable Amount at the time of such   investment plus an amount equal to any repayments, interest, returns,   profits, distributions, income and similar amounts actually received in cash   in respect of any such investment (which amount shall not exceed the amount   of such investment valued at the fair market value of such investment at the   time such investment was made); and (ii) the Borrower shall have delivered to   the Administrative Agent, no later than five Business Days after the date on   which such Investment is consummated, a certificate of an Authorized Officer,   in form and substance reasonably satisfactory to the Administrative Agent,   certifying that all of the requirements set forth in the definition of   “Permitted Acquisition” have been satisfied or will be satisfied on or prior   to the consummation of such Investment; (i) (i) other Investments (including   Investments in Minority Investments and Unrestricted Subsidiaries) and (ii)   Investments in joint ventures or similar entities that do not constitute   Restricted Subsidiaries, in each case, as valued at the fair market value of   such Investment at the time each such Investment is made, in an amount that,   at the time such Investment is made, would not exceed the sum of (x) the   Applicable Amount at such time plus (y) an amount equal to any repayments,   interest, returns, profits, distributions, income and similar amounts   actually received in cash in respect of any such Investment (which amount   shall not exceed the amount of such Investment valued at the fair market   value of such Investment at the time such Investment was made); (j) dividends   permitted under Section 10.6;  (k)   Investments in Hedge Agreements;  (l)   Investments constituting non-cash proceeds of sales, transfers and other   dispositions of assets to the extent permitted by Section 10.4(b) or   (c);  (m) Guarantee Obligations and   other Indebtedness otherwise permitted under Section 10.1;  (n) loans made to any Parent Guarantor in   lieu of, and not in excess of the amount of, any Restricted Payment to the   extent permitted to be made pursuant to Section 10.6;  (o) Investments consisting of cash earnest   money required in connection with Permitted Acquisitions made not to exceed   $40,000,000 in the aggregate at any time;    (p) Investments constituting deposits or pledges permitted under   Section 10.2; (q) advances of payroll payments and expenses to directors,   officers, employees, members of management or consultants in the ordinary   course of business; (r) Investments consisting of sales of assets and   Permitted Sale Leasebacks permitted under Section 10.4 and 10.8;  (s) the Acquisition; and (t) acquisitions   by the Borrower or any Parent Guarantor of obligations of one or more   directors, officers, employees, members or management or consultants of any   Parent Guarantor, the Borrower or its Subsidiaries in connection with such person’s   acquisition of Capital Stock of Holdings,


    




 










Parent (or its   parent entity), so long as no cash is actually advanced by the Borrower or   any of its Subsidiaries to such persons in connection with the acquisition of   any such obligations. 10.6 Limitations on Dividends. The Borrower and the   Parent Guarantors and the Restricted Subsidiaries will not declare or pay any   dividends (other than dividends payable solely in its Capital Stock) or   return any capital to its equityholders or make any other distribution,   payment or delivery of property or cash to its equityholders as such, or   redeem, retire, purchase or otherwise acquire, directly or indirectly, for   consideration, any shares of any class of its Capital Stock or the Capital   Stock of any direct or indirect parent now or hereafter outstanding (or any   options or warrants or equity appreciation rights issued with respect to any   of its Capital Stock), or set aside any funds for any of the foregoing   purposes, or permit any of the Restricted Subsidiaries to purchase or   otherwise acquire for consideration any shares of any class of the Capital   Stock of any Parent Guarantor or the Borrower, now or hereafter outstanding   (or any options or warrants or equity appreciation rights issued with respect   to any of its Capital Stock) (all of the foregoing “dividends”); provided   that, except in the case of clauses (d) and (e) below, so long as no Default   or Event of Default exists or would exist after giving effect thereto, (a)   each of each Parent Guarantor and the Borrower may redeem in whole or in part   any of its Capital Stock for another class of Capital Stock or rights to   acquire its Capital Stock or with proceeds from substantially concurrent   equity contributions or issuances of new shares of its Capital Stock;   provided that such other class of Capital Stock contains terms and provisions   at least as advantageous to the Lenders in all respects material to their   interests as those contained in the Capital Stock redeemed thereby; (b) the   Borrower may declare and pay dividends and/or make distributions to the   Parent Companies, and the Parent Companies may declare and pay dividends   and/or make distributions to Holdings, and Holdings may declare and pay   dividends and/or make distributions to Parent, to enable Parent to repurchase   shares of its Capital Stock (or any options or warrants or equity   appreciation rights issued with respect to any of its Capital Stock) held by   officers, directors and employees of Parent, Holdings, the Parent Companies,   the Borrower and its Subsidiaries so long as such repurchase is pursuant to,   and in accordance with the terms of, management and/or employee stock plans,   stock subscription agreements or shareholder agreements; provided that the   aggregate amount of dividends made by the Borrower pursuant to this clause   (b) shall not exceed (i) $10,000,000 in any fiscal year (with unused amounts   in any fiscal year being carried over to succeeding fiscal years subject to a   maximum of $20,000,000 in any fiscal year), or (ii) $70,000,000 in the   aggregate after the Closing Date; (c) the Borrower may declare and pay   dividends to the Parent Companies, the Parent Companies may declare and pay   dividends to Holdings, and Holdings may declare and pay dividends to Parent;   provided that the amount of any such dividends pursuant to this clause (c)   shall not exceed an amount equal to the Applicable Amount at such time; (d)   the Borrower may declare and pay dividends and/or make distributions to the   Parent Companies, the Parent Companies may declare and pay dividends and/or   make distributions to Holdings, and Holdings may declare and pay dividends   and/or make distributions to Parent, solely to pay (i) administrative and   similar expenses actually incurred by Holdings or Parent related to ownership   of Holdings, the Parent Companies and the Borrower; provided that the amount   of such dividends and/or distributions does not exceed in any fiscal year the   amount of such expenses payable for such fiscal year (it being understood   that such expenses shall in no event exceed $1,000,000 in the aggregate per   fiscal year), or (ii) payments permitted pursuant to Section 9.9(a) or (b);   (e) the Borrower may make tax distributions pursuant to Section 4.1(b) of the   Borrower’s limited liability company agreement to the Parent Companies in   amounts sufficient so that each Parent Company may (i) pay its U.S. federal,   state, local and non-United States income taxes, franchise taxes or similar   taxes attributable to the operation and business of the Borrower and its   Subsidiaries and (ii) make distributions to Holdings, and Holdings may make   distributions to Parent, so that each of Holdings and Parent can pay   franchise or similar taxes attributable to the operations and business of the   Borrower and its Subsidiaries (distributions pursuant to this clause (e) are   referred to as “Tax Distributions”); provided that (i) income


    




 










tax   distributions made with respect to any taxable period (or portion thereof) to   any Parent Company shall be made based on the items of income, gain, loss and   deduction that are (or are reasonably estimated to be) allocable to such   Parent Company for such period under the Borrower’s limited liability company   agreement (taking into account any loss or credit carryovers or other tax   attributes that are available to offset the income of such Parent Company in   such period) and (ii) each Parent Company promptly shall pay over any tax   distributions made pursuant to this Section 10.6 to the appropriate taxing   authority; (f) the Permitted Tax Distribution/Contribution shall be   permitted; (g) distributions by the Borrower to the Parent Guarantors of any   Subsidiary in connection with a disposition by Holdings or a Parent Guarantor   permitted under Section 10.4; (h) dividends by a Restricted Subsidiary to the   holders of its Capital Stock on a pro rata basis; and (i) after the   occurrence of a Qualified IPO, the Borrower may declare and pay dividends of   up to 6.00% per annum of the net cash proceeds received by (or contributed   to) Borrower from such Qualified IPO. 10.7 Limitations on Subordinated Debt   Payments and Amendments. (a) The Borrower and the Parent Guarantors will not,   and will not permit any Restricted Subsidiary to, prepay, repurchase or   redeem or otherwise defease any Subordinated Debt (other than any intercompany   loans); provided, however, that so long as no Default or Event of Default has   occurred and is continuing or would result therefrom, the Borrower or any   Restricted Subsidiary may prepay, repurchase or redeem Subordinated Debt (w)   on or after the fifth anniversary of the date of the incurrence of such   Subordinated Debt in the amount (if any) as shall be necessary to ensure that   such Subordinated Debt shall not be considered an “applicable high yield   discount obligation” within the meaning of Section 163(i) of the Code, (x)   for an aggregate price not in excess of the Applicable Amount at the time of   such prepayment, repurchase or redemption, (y) with the proceeds of Permitted   Refinancing Indebtedness, (z) pursuant to an exchange of Subordinated Debt for   Qualified Capital Stock of Holdings or Parent or any direct or indirect   parent company thereof or (aa) solely to the extent such Subordinated Debt   constitutes Senior Subordinated Notes, for an aggregate purchase price not in   excess of $239,800,000 following the Sixth Amendment Effective Date. (b) The   Borrower and the Parent Guarantors will not, and will not permit any   Restricted Subsidiary to, waive, amend, modify, terminate or release any   Subordinated Debt to the extent that any such waiver, amendment, modification,   termination or supplement would be materially adverse to the Lenders. 10.8   Limitations on Sale Leasebacks. The Borrower and the Parent Guarantors will   not, and will not permit any of the Restricted Subsidiaries to, enter into or   effect any Sale Leasebacks, other than Permitted Sale Leasebacks for   aggregate proceeds not to exceed $50,000,000 during any fiscal year of the   Borrower. 10.9 Financial Covenant. The Borrower will not permit the Senior   Secured Leverage Ratio to exceed, on any Calculation Date occurring during a   period set forth below, the correlative ratio indicated with respect to such   period:  Calculation Date Occurring   During Period Maximum Senior Secured Leverage Ratio From the Sixth Amendment   Effective Date through and including December 31, 2016 5.50 to 1.00 From and   including January 1, 2017, through and including March 31, 2017 5.40 to 1.00


    




 










From and   including April 1, 2017, through and including June 30, 2017 5.30 to 1.00   From and including July 1, 2017, through and including September 30, 2017   5.20 to 1.00 From and including October 1, 2017, through and including   December 31, 2017 5.10 to 1.00 From and including January 1, 2018, through   and including March 31, 2018 5.05 to 1.00 From and including April 1, 2018,   through and including June 30, 2018 5.00 to 1.00 From and including July 1,   2018, through and including September 30, 2018 4.90 to 1.00 From and   including October 1, 2018, through and including December 31, 2018 4.80 to   1.00 From and including January 1, 2019, through and including March 31, 2019   4.70 to 1.00 From and including April 1, 2019, through and including June 30,   2019 4.60 to 1.00 From and including July 1, 2019, through and including   September 30, 2019 4.50 to 1.00 From and including October 1, 2019, through   and including December 31, 2019 4.40 to 1.00 From and including January 1,   2020, through and including March 31, 2020 4.30 to 1.00 From and including   April 1, 2020, through and including June 30, 2020 4.20 to 1.00 From and   including July 1, 2020, through and including September 30, 2020 4.10 to 1.00   From and including October 1, 2020, through and including December 31, 2020   4.00 to 1.00 From and including January 1, 2021, through and including March   31, 2021 3.90 to 1.00 From and including April 1, 2021, through and including   June 30, 2021 3.80 to 1.00 From and including July 1, 2021, through and   including September 30, 2021 3.70 to 1.00 From and including October 1, 2021,   through and including December 31, 2021 3.60 to 1.00 


    




 










From and   including January 1, 2022, through and including the Maturity Date 3.50 to   1.00  10.10 Limitations on Negative   Pledges; Limitations on Clauses Restricting Subsidiary Distributions. The   Borrower and the Parent Guarantors will not, and will not permit any of the   Restricted Subsidiaries to, enter into, incur or permit to exist any   agreement or other arrangement that prohibits, restricts or imposes any   condition upon (I) the ability of the Borrower, any Parent Guarantor or any   Restricted Subsidiary to create, incur or permit to exist any Lien upon any   of its property or assets for the benefit of the Secured Parties with respect   to the Obligations or under the Credit Documents, or (II) the ability of any   Restricted Subsidiary to pay dividends or other distributions with respect to   any of its Capital Stock or to make or repay loans or advances to the   Borrower, any Guarantor or any other Restricted Subsidiary or to guarantee   Indebtedness of the Borrower, any Guarantor or any other Restricted Subsidiary;   provided that the foregoing shall not apply to (a) restrictions and   conditions imposed by law, (b) restrictions contained in any Credit Document,   (c) restrictions contained in the Senior Unsecured Notes Indenture and any   Permitted Refinancing Indebtedness in respect thereof, restrictions contained   in the Senior Subordinated Notes Indenture and any Permitted Refinancing   Indebtedness in respect thereof and Indebtedness incurred under Section   10.1(xi), (xiii) and (xxii) (so long as any such restrictions or conditions   do not restrict Liens securing the Obligations and are otherwise no more   restrictive than the Credit Documents), (d) customary restrictions and   conditions contained in agreements relating to the sale, transfer, lease or   other disposition of assets permitted by Section 10.4; provided that such   restrictions and conditions apply only to the assets that are to be sold,   transferred or disposed of, (e) with respect to clause (I) above,   restrictions or conditions imposed by any agreement relating to secured   Indebtedness permitted by Section 10.1 to the extent such restrictions or   conditions apply only to the property or assets securing such Indebtedness,   (f) restrictions and conditions contained in agreements that represent   Indebtedness of a Restricted Subsidiary that is not a Guarantor to the extent   such Indebtedness is permitted by Section 10.1, (g) with respect to clause   (I) above, customary restrictions in leases and other contracts entered into   in the ordinary course of business restricting the assignment thereof, (h)   any agreement in effect at the time a Person becomes a Restricted Subsidiary,   so long as such agreement was not entered into in connection with or in   contemplation of such Person becoming a Restricted Subsidiary, and is not   binding on other Credit Parties, (i) restrictions and conditions that are   customary provisions in joint venture agreements and other similar agreements   applicable to joint ventures permitted by Section 10.5 and applicable solely   to such joint venture or Capital Stock of such joint venture entered into in   the ordinary course of business, (j) with respect to clause (I) above,   restrictions and conditions that are customary provisions restricting   subletting or assignment of any lease governing a leasehold interest of the   Borrower, any Parent Guarantor or any Restricted Subsidiary, (k) are   restrictions on cash or other deposits imposed by customers under contracts   entered into in the ordinary course of business and (l) comprise restrictions   imposed by any agreement governing Indebtedness entered into on or after the   Closing Date and permitted under Section 10.1 that are, taken as a whole, in   the good faith judgment of the Borrower, no more restrictive with respect to   the Borrower or any Restricted Subsidiary than customary market terms for   Indebtedness of such type (and, in any event, are no more restrictive than   the restrictions contained in this Agreement and do not restrict Liens   securing the Obligations), so long as the Borrower shall have reasonably   determined that such restrictions will not affect (a) its obligation or   ability to make any payments required hereunder, (b) the obligation of any   Restricted Subsidiary to provide a guaranty under any Credit Documents or (c)   its obligation or the obligations of any Credit Party to grant Liens on the   Collateral to secure the Obligations.


    




 










SECTION 11.   Events of Default Upon the occurrence of any of the following specified   events (each an “Event of Default”): 11.1 Payments. The Borrower shall (a)   default in the payment when due of any principal of the Loans or (b) default,   and such default shall continue for five or more Business Days, in the   payment when due of any interest on the Loans or any Fees or any Unpaid   Drawings or of any other amounts owing hereunder or under any other Credit   Document; or 11.2 Representations, etc. Any representation, warranty or   statement made or deemed made by any Credit Party herein or in any Security   Document or any certificate delivered or required to be delivered pursuant   hereto or thereto shall prove to be untrue in any material respect on the   date as of which made or deemed made; or 11.3 Covenants. Any Credit Party   shall (a) default in the due performance or observance by it of any term,   covenant or agreement contained in Section 9.1(e) or Section 10 or (b)   default in the due performance or observance by it of any term, covenant or   agreement (other than those referred to in Section 11.1 or 11.2 or clause (a)   of this Section 11.3) contained in this Agreement, any Security Document or   the Fee Letter and such default shall continue unremedied for a period of at   least 30 days after receipt of written notice by the Borrower from the   Administrative Agent or the Required Lenders; or 11.4 Default Under Other   Agreements. (a) Any Parent Guarantor, the Borrower or any of the Restricted   Subsidiaries shall (i) default in any payment with respect to any   Indebtedness (other than the Obligations) in excess of $75,000,000 in the   aggregate, for the Parent Guarantors, the Borrower and such Restricted Subsidiaries,   beyond the period of grace, if any, provided in the instrument or agreement   under which such Indebtedness was created or (ii) default in the observance   or performance of any agreement or condition relating to any such   Indebtedness or contained in any instrument or agreement evidencing, securing   or relating thereto, or any other event shall occur or condition exist (other   than, with respect to Indebtedness consisting of any Hedge Agreements,   termination events or equivalent events pursuant to the terms of such Hedge   Agreements), the effect of which default or other event or condition is to   cause, or to permit the holder or holders of such Indebtedness (or a trustee   or agent on behalf of such holder or holders) to cause, any such Indebtedness   to become due prior to its stated maturity, or to require the prepayment,   repurchase, redemption or defeasance thereof, prior to its stated maturity;   or (b) without limiting the provisions of clause (a) above, any such   Indebtedness shall be declared to be due and payable, or required to be   prepaid other than by a regularly scheduled required prepayment or as a   mandatory prepayment (and, with respect to Indebtedness consisting of any   Hedge Agreements, other than due to a termination event or equivalent event   pursuant to the terms of such Hedge Agreements), prior to the stated maturity   thereof; or 11.5 Bankruptcy, etc. Any Parent Guarantor, the Borrower, or any   Restricted Subsidiary (other than any Immaterial Subsidiary) shall commence a   voluntary case, proceeding or action concerning itself under any Debtor   Relief Law; or an involuntary case, proceeding or action is commenced against   any Parent Guarantor, the Borrower or any Restricted Subsidiary (other than   any Immaterial Subsidiary) and the petition is not controverted within 10   days after commencement of the case, proceeding or action; or an involuntary   case, proceeding or action is commenced against any Parent Guarantor, the   Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary)   and the petition is not dismissed within 60 days after commencement of the   case, proceeding or action; or a


    




 










custodian (as   defined in the Bankruptcy Code), receiver, receiver manager, trustee,   liquidator or similar person is appointed for, or takes charge of, all or any   substantial part of the property of any Parent Guarantor, the Borrower or any   Restricted Subsidiary (other than any Immaterial Subsidiary) and such   appointment continues undischarged or unstayed for a period of 60 days; or   any Parent Guarantor, the Borrower or any Restricted Subsidiary (other than   any Immaterial Subsidiary) commences any other proceeding or action under any   reorganization, arrangement, adjustment of debt, winding up, relief of   debtors, dissolution, receivership, insolvency or liquidation or similar law   of any jurisdiction whether now or hereafter in effect relating to any Parent   Guarantor, the Borrower or any Restricted Subsidiary (other than any   Immaterial Subsidiary); or there is commenced against any Parent Guarantor,   the Borrower or any Restricted Subsidiary (other than any Immaterial   Subsidiary) any such proceeding or action that remains undismissed for a   period of 60 days; or any Parent Guarantor, the Borrower or any Restricted   Subsidiary (other than any Immaterial Subsidiary) is adjudicated insolvent or   bankrupt; or any order of relief or other order approving any such case or   proceeding or action is entered; or any Parent Guarantor, the Borrower or any   Restricted Subsidiary (other than any Immaterial Subsidiary) makes a general   assignment for the benefit of creditors; or any corporate action is taken by   any Parent Guarantor, the Borrower or any Restricted Subsidiary (other than   any Immaterial Subsidiary) for the purpose of effecting any of the foregoing;   or 11.6 ERISA. (a) Any Plan shall fail to satisfy the minimum funding   standard required for any plan year or part thereof or a waiver of such   standard or extension of any amortization period is sought or granted under   Section 412 of the Code; any Plan is or shall have been terminated or is the   subject of termination proceedings under ERISA (including the giving of   written notice thereof); an event shall have occurred or a condition shall   exist in either case entitling the PBGC to terminate any Plan or to appoint a   trustee to administer any Plan (including the giving of written notice   thereof); any Plan shall have an accumulated funding deficiency (whether or   not waived); Holdings or any of its Subsidiaries or any ERISA Affiliate has   incurred or is likely to incur a liability to or on account of a Plan under   Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of   ERISA or Section 4971 or 4975 of the Code (including the giving of written   notice thereof); (b) there could result from any event or events set forth in   clause (a) of this Section 11.6 the imposition of a lien, the granting of a   security interest, or a liability, or the reasonable likelihood of incurring   a lien, security interest or liability; and (c) such lien, security interest   or liability will or would be reasonably likely to have a Material Adverse   Effect; or 11.7 Guarantee Agreement. The Guarantee Agreement or any material   provision thereof shall cease to be in full force or effect or any Guarantor   thereunder or any Credit Party shall deny or disaffirm in writing any   Guarantor’s obligations under the Guarantee Agreement; or 11.8 Security   Agreement and Pledge Agreement. (a) The Security Agreement or any material   provision thereof shall cease to be in full force or effect (other than pursuant   to the terms hereof or thereof or as a result of acts or omissions of the   Administrative Agent or any Lender) or any grantor thereunder or any Credit   Party shall deny or disaffirm in writing any grantor’s obligations under the   Security Agreement; or (b) the Pledge Agreement or any material provision   thereof shall cease to be in full force or effect (other than pursuant to the   terms hereof or thereof or as a result of acts or omissions of the   Administrative Agent or any Lender) or any pledgor thereunder or any Credit   Party shall deny or disaffirm in writing any pledgor’s obligations under the   Pledge Agreement; or 11.9 Mortgages. Any Mortgage or any material provision   of any Mortgage relating to any material portion of the Collateral shall   cease to be in full force or effect (other than pursuant to the terms hereof   or thereof or as a result of acts or omissions of the Administrative Agent or   any Lender) or


    




 










any mortgagor   thereunder or any Credit Party shall deny or disaffirm in writing any   mortgagor’s or grantor’s obligations under any Mortgage; or 11.10 Judgments.   One or more judgments or decrees shall be entered against any Parent   Guarantor, the Borrower or any of the Restricted Subsidiaries involving a   liability of $75,000,000 or more in the aggregate for all such judgments and   decrees for the Parent Guarantors, the Borrower and the Restricted   Subsidiaries (to the extent not paid or fully covered by insurance provided   by a carrier not disputing coverage after having been notified thereof) and   any such judgments or decrees shall not have been satisfied, vacated,   discharged or stayed or bonded pending appeal within 60 days from the entry   thereof; or 11.11 Change of Control. A Change of Control shall occur; or   then, and in any such event, and at any time thereafter, if any Event of   Default shall then be continuing, the Administrative Agent may, with the   consent of the Required Lenders, and upon the request of the Required Lenders   shall, by written notice to the Borrower, take any or all of the following   actions, without prejudice to the rights of the Administrative Agent or any   Lender to enforce its claims against the Borrower, except as otherwise   specifically provided for in this Agreement (provided that, if an Event of   Default specified in Section 11.5 shall occur with respect to any Parent   Guarantor, the Borrower or any Subsidiary (other than any Immaterial   Subsidiary), the result that would occur upon the giving of written notice by   the Administrative Agent as specified in clauses (i), (ii) and (iv) below   shall occur automatically without the giving of any such notice): (i) declare   the Total Revolving Credit Commitment terminated, whereupon the Commitments   of each Lender shall forthwith terminate immediately and any Fees theretofore   accrued shall forthwith become due and payable without any other notice of   any kind; (ii) declare the principal of and any accrued interest and fees in   respect of all Loans and all Obligations owing hereunder and thereunder to   be, whereupon the same shall become, forthwith due and payable without   presentment, demand, protest or other notice of any kind, all of which are   hereby waived by the Borrower; (iii) terminate any Letter of Credit that may   be terminated in accordance with its terms; (iv) direct the Borrower to pay   (and the Borrower agrees that upon receipt of such notice, or upon the   occurrence of an Event of Default specified in Section 11.5 with respect to   the Borrower or any Subsidiary (other than any Immaterial Subsidiary), it   will pay) to the Administrative Agent at its Administrative Agent’s Office   such additional amounts of cash, to be held as security for the Borrower’s   reimbursement obligations for Drawings that may subsequently occur   thereunder, equal to the aggregate Stated Amount of all Letters of Credit   issued and then outstanding prior to their maturity dates and/or (v) exercise   all rights and remedies available under the Credit Documents or at law or in   equity. 11.12 Cure Right.  (a)   Notwithstanding anything to the contrary contained in Section 11, in the   event that the Borrower fails to comply with the Financial Performance   Covenant with respect to a Test Period, after the completion of the last   fiscal quarter in the Test Period to which such Financial Performance   Covenant applies until the expiration of the 10th Business Day subsequent to   the date the certificate calculating the Financial Performance Covenant with   respect to such Test Period is required to be delivered pursuant to Section   9.1(d) (such period commencing after the Test Period and prior to the end of   such ten Business Day period, the “Cure Period”), Parent may engage in an   issuance of Capital Stock or other Qualified Capital Stock that constitutes a   Permitted Equity Issuance for cash (or a capital contribution in cash to the   Parent) and contribute such amount to the common equity capital of the   Borrower (including through a capital contribution of such cash proceeds by   Parent to Holdings to the Parent Companies to the Borrower) (collectively,   the “Cure Right”), and upon the receipt by the Borrower of such cash common   equity (the “Cure Amount”) the Financial Performance Covenant shall be   recalculated giving effect to the following pro forma adjustments:


    




 










(i)   Consolidated EBITDA shall be increased, solely for purposes of measuring the   Financial Performance Covenant for such Test Period (the “Initial Test   Period”) and applicable subsequent Test Periods which include the last fiscal   quarter of the Initial Test Period and not for any other purpose under this Agreement,   by an amount equal to the Cure Amount; and (ii) if, after giving effect to   the foregoing recalculations, the Borrower shall then be in compliance with   the requirements of the Financial Performance Covenant, the Borrower shall be   deemed to have satisfied the requirements of the Financial Performance   Covenant as of the relevant date of determination with the same effect as   though there had been no failure to comply therewith at such date, and the   applicable breach or default of the Financial Performance Covenant that had   occurred shall be deemed cured for purposes of this Agreement; provided that   (x) the Borrower shall have notified the Administrative Agent of the exercise   of such Cure Right prior to the issuance of the relevant Capital Stock or   other Qualified Capital Stock for cash or the receipt of the cash   contributions by Parent and (y) such cash is actually received by the   Borrower (including through capital contribution of such cash by Parent to   Holdings to the Parent Companies to the Borrower) during the Cure Period. (b)   Notwithstanding anything herein to the contrary, (i) in each four consecutive   fiscal quarter period of the Borrower there shall be at least two fiscal   quarters in which the Cure Right is not exercised, (ii) during the term of this   Agreement, the Cure Right shall not be exercised more than five times, (iii)   for purposes of this Section 11.12, the Cure Amount shall not exceed the   aggregate amount necessary to cause the Borrower to be in compliance with the   Financial Performance Covenant for any applicable period, and any amounts in   excess thereof shall not be deemed to be a Cure Amount, and this Section   11.12 may not be relied on for purposes of calculating any financial ratios   or tests other than as applicable to compliance with the Financial   Performance Covenant (including for purposes of determining any financial   ratio-based terms, the Applicable Amount and any other available basket   hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount   shall not result in any reduction in Indebtedness for purposes of calculating   compliance with the Financial Performance Covenant or any other financial   ratio test hereunder.  11.13 Government   Approvals and Consents. Notwithstanding anything to the contrary set forth   herein or in any other Credit Document, each Agent agrees that to the extent   prior Governmental Authority approval is required pursuant to Requirements of   Law for (i) the operation and effectiveness of any grant, right or remedy   hereunder or under the other Credit Documents or (ii) taking any action that   may be taken by the Administrative Agent hereunder or under the other Credit   Documents, such grant, right, remedy or actions will be subject to such prior   Governmental Authority approval having been obtained by or in favor of the   Administrative Agent. Voting rights in any Collateral representing control   over any license, permit, franchise or other authorization issued by any such   Governmental Authority shall remain in the authorized holder thereof   notwithstanding the occurrence and continuance of any Event of Default until   any necessary consents of a Governmental Authority shall have been obtained   for any assignment of assets or change of control that requires such prior   approval.  11.14 Application of   Proceeds. Upon or following the acceleration of the maturity of the   Obligations and the exercise of remedies with respect to any Collateral, or   an Event of Default under Section 11.5 with respect to the Borrower or any   Parent Guarantor, the proceeds of any collection or sale of the Collateral as   well as any Collateral consisting of cash, or other amounts received in   respect of the Obligations may, if not otherwise applied to preserve the   value of the Collateral, be applied by the Administrative Agent at any time   after receipt as follows:


    




 










(a) first, to   the payment of all reasonable and documented costs and expenses incurred by   the Administrative Agent in connection with such collection or sale or   otherwise in connection with the Credit Documents or any of the Obligations,   including all court costs and the reasonable fees and expenses of its agents   and legal counsel, the repayment of all advances made by the Administrative   Agent hereunder or under any other Credit Document on behalf of any Credit   Party and any other reasonable and documented costs or expenses incurred in   connection with the exercise of any right or remedy hereunder or under any   other Credit Document and the payment of all reimbursement and   indemnification obligations or claims owing to the Agents, the Letter of   Credit Issuers and the Related Parties of the Agents and the Letter of Credit   Issuers hereunder or under any other Credit Document; (b) second, to the   payment in full of the Unfunded Advances/Participations (the amounts so   applied to be distributed between or among the Administrative Agent and the   Letter of Credit Issuer pro rata in accordance with the amounts of Unfunded   Advances/Participations owed to them on the date of any distribution); (c)   third, to the Secured Parties, an amount equal to all Obligations (including   Obligations to cash collateralize outstanding Letters of Credit) owing to   them on the date of any distribution, and, if such moneys shall be   insufficient to pay such amounts in full, then ratably (without priority of any   one over any other) to such Secured Parties in proportion to the unpaid   amounts thereof; and (d) fourth, any surplus then remaining shall be paid to   the Grantors or their successors or assigns or to whomsoever may be lawfully   entitled to receive the same or as a court of competent jurisdiction may   direct. SECTION 12. The Administrative Agent 12.1 Appointment. Each Lender   and each Letter of Credit Issuer hereby irrevocably designates and appoints   Credit Suisse AG as the Administrative Agent of such Lender under this   Agreement and the other Credit Documents, and each such Lender irrevocably   authorizes the Administrative Agent, in such capacity, to take such action on   its behalf under the provisions of this Agreement and the other Credit   Documents, and to exercise such powers and perform such duties as are   delegated to the Administrative Agent by the terms of this Agreement and the   other Credit Documents, together with such other actions and powers as are   reasonably incidental thereto. The provisions of this Article are solely for   the benefit of the Administrative Agent, the Lenders and the Letter of Credit   Issuers, and neither the Borrower nor any other Loan Party shall have rights   (as a third-party beneficiary or otherwise) with respect to any of such provisions.   Notwithstanding any provision to the contrary elsewhere in this Agreement,   the Administrative Agent shall not have any duties or responsibilities,   except those expressly set forth herein, or any fiduciary relationship with   any Lender, and no implied covenants, functions, responsibilities, duties,   obligations or liabilities shall be read into this Agreement or any other   Credit Document, or otherwise exist against the Administrative Agent. It is   understood and agreed that the use of the term “agent” herein or in any other   Credit Document (or any other similar term) with reference to the   Administrative Agent is not intended to connote any fiduciary or other   implied (or express) obligations arising under agency doctrine of any   applicable law. Instead, such term is used as a matter of market custom, and   is intended to create or reflect only an administrative relationship between   contracting parties. 12.2 Delegation of Duties. The Administrative Agent may   perform any and all of its duties and exercise its rights and powers under   this Agreement and the other Credit Documents by or


    




 










through agents,   sub-agents or attorneys-in-fact appointed by the Administrative Agent. The   Administrative Agent and any such sub agent may perform any and all of its   duties and exercise its rights and powers by or through their respective   Related Parties. The exculpatory provisions of this Article shall apply to   any such sub agent and to the Related Parties of the Administrative Agent and   any such sub agent, and shall apply to their respective activities in   connection with the syndication of the Commitments and Loans as well as   activities as Administrative Agent. The Administrative Agent shall not be   responsible for the negligence or misconduct of any sub-agents. 12.3   Exculpatory Provisions. (a) The Administrative Agent shall not have any   duties or obligations except those expressly set forth herein and in the   other Credit Documents, and its duties hereunder shall be administrative in   nature. Without limiting the generality of the foregoing, the Administrative   Agent: (i) shall not be subject to any fiduciary or other implied duties,   regardless of whether a Default has occurred and is continuing; (ii) shall   not have any duty to take any discretionary action or exercise any   discretionary powers, except discretionary rights and powers expressly   contemplated hereby or by the other Credit Documents that the Administrative   Agent is required to exercise as directed in writing by the Required Lenders   (or such other number or percentage of the Lenders as shall be expressly   provided for herein or in the other Credit Documents); provided that the   Administrative Agent shall not be required to take any action that, in its   opinion or the opinion of its counsel, may expose the Administrative Agent to   liability or that is contrary to any Credit Document or applicable law,   including for the avoidance of doubt any action that may be in violation of   the automatic stay under any Debtor Relief Law or that may effect a   forfeiture, modification or termination of property of a Defaulting Lender in   violation of any Debtor Relief Law; and (iii) shall not, except as expressly   set forth herein and in the other Credit Documents, have any duty to   disclose, and shall not be liable for the failure to disclose, any   information relating to the Borrower or any of its Affiliates that is   communicated to or obtained by the Person serving as the Administrative Agent   or any of its Affiliates in any capacity. (b) The Administrative Agent shall   not be liable for any action taken or not taken by it (i) with the consent or   at the request of the Required Lenders (or such other number or percentage of   the Lenders as shall be necessary, or as the Administrative Agent shall   believe in good faith shall be necessary, under the circumstances as provided   in Section 11 and Section 13.1), or (ii) in the absence of its own gross   negligence or willful misconduct as determined by a court of competent   jurisdiction by final and non-appealable judgment. 12.4 Reliance by   Administrative Agent. The Administrative Agent shall be entitled to rely, and   shall not incur any liability for relying, upon any writing, resolution,   request, instrument, notice, consent, certificate, affidavit, letter,   telecopy, telex or teletype message, statement, order or other document or   conversation (including any electronic message, Internet or intranet website   posting or other distribution) believed by it to be genuine and correct and   to have been signed, sent or made by the proper Person or Persons. The Administrative   Agent also may rely upon any statement made to it orally or by telephone and   believed by it to have been made by the proper Person or Persons, and shall   not incur any liability for relying thereon. In determining compliance with   any condition hereunder to the making of a Loan, or the issuance, extension,   renewal or increase of a Letter of Credit, that by its terms must be   fulfilled to the satisfaction of a Lender or a Letter of Credit Issuer, the   Administrative Agent may


    




 










presume that   such condition is satisfactory to such Lender or Letter of Credit Issuer   unless the Administrative Agent shall have received notice to the contrary   from such Lender or Letter of Credit Issuer prior to the making of such Loan   or the issuance of such Letter of Credit. The Administrative Agent may   consult with legal counsel (who may be counsel for the Borrower), independent   accountants and other experts selected by it, and shall not be liable for any   action taken or not taken by it in accordance with the advice of any such   counsel, accountants or experts. The Administrative Agent may deem and treat   the Lender specified in the Register with respect to any amount owing   hereunder as the owner thereof for all purposes unless a written notice of   assignment, negotiation or transfer thereof shall have been filed with the   Administrative Agent. 12.5 Notice of Default. The Administrative Agent shall   not be deemed to have knowledge or notice of the occurrence of any Default or   Event of Default hereunder unless the Administrative Agent has received   written notice from a Lender or the Borrower referring to this Agreement,   describing such Default or Event of Default and stating that such notice is a   “notice of default”. In the event that the Administrative Agent receives such   a notice, the Administrative Agent shall give notice thereof to the Lenders.   The Administrative Agent shall take such action with respect to such Default   or Event of Default as shall be reasonably directed by the Required Lenders;   provided that unless and until the Administrative Agent shall have received   such directions, the Administrative Agent may (but shall not be obligated to)   take such action, or refrain from taking such action, with respect to such   Default or Event of Default as it shall deem advisable in the best interests   of the Lenders (except to the extent that this Agreement requires that such   action be taken only with the approval of the Required Lenders or each of the   Lenders, as applicable). 12.6 Non-Reliance on Administrative Agent and Other   Lenders. Each Lender and each Letter of Credit Issuer expressly acknowledges   that neither the Administrative Agent nor any of its Related Parties has made   any representations or warranties to it and that no act by the Administrative   Agent hereinafter taken, including any review of the affairs of the Borrower   any Guarantor or any other Credit Party, shall be deemed to constitute any   representation or warranty by the Administrative Agent to any Lender, any   Letter of Credit Issuer or any of their respective Related Parties. Each   Lender represents to the Administrative Agent that it has, independently and   without reliance upon the Administrative Agent or any other Lender, any   Letter of Credit Issuer or any of their respective Related Parties, and based   on such documents and information as it has deemed appropriate, made its own   appraisal of and investigation into the business, operations, property,   financial and other condition and creditworthiness of the Borrower any   Guarantor and any other Credit Party and made its own decision to make its   Loans hereunder and enter into this Agreement. Each Lender also represents   that it will, independently and without reliance upon the Administrative   Agent or any other Lender, and based on such documents and information as it   shall deem appropriate at the time, continue to make its own credit analysis,   appraisals and decisions in taking or not taking action under or based upon   this Agreement and the other Credit Documents, and to make such investigation   as it deems necessary to inform itself as to the business, operations,   property, financial and other condition and creditworthiness of the Borrower,   any Guarantor and any other Credit Party. Except for notices, reports and   other documents expressly required to be furnished to the Lenders by the   Administrative Agent hereunder, the Administrative Agent shall not have any   duty or responsibility to provide any Lender with any credit or other   information concerning the business, assets, operations, properties,   financial condition, prospects or creditworthiness of the Borrower, any   Guarantor or any other Credit Party that may come into the possession of the   Administrative Agent or any of its officers, directors, employees, agents,   attorneys-in-fact or Affiliates. 12.7 Indemnification. The Lenders agree to   indemnify the Administrative Agent (or any sub-agent thereof), any Letter of   Credit Issuer or any Related Party of any of the foregoing in its


    




 










capacity as   such, or, in the case of any Related Party, acting for the Administrative   Agent or a Letter of Credit Issuer in its capacity as such (to the extent not   reimbursed by the Borrower and without limiting the obligation of the   Borrower to do so), ratably according to their respective portions of the   Total Credit Exposure in effect on the date on which indemnification is   sought (or, if indemnification is sought after the date upon which the   Commitments shall have terminated and the Loans shall have been paid in full,   ratably in accordance with their respective portions of the Total Credit   Exposure in effect immediately prior to such date), from and against any and   all liabilities, obligations, losses, damages, penalties, actions, judgments,   suits, costs, expenses or disbursements of any kind whatsoever that may at   any time (including at any time following the payment of the Loans) be   imposed on, incurred by or asserted against the Administrative Agent, any   Letter of Credit Issuer or any Related Party of any of the foregoing in any   way relating to or arising out of, the Commitments, this Agreement, any of   the other Credit Documents or any documents contemplated by or referred to   herein or therein or the transactions contemplated hereby or thereby or any   action taken or omitted by the Administrative Agent, any Letter of Credit   Issuer or any Related Party of any of the foregoing under or in connection   with any of the foregoing; provided that no Lender shall be liable to any   such Person for the payment of any portion of such liabilities, obligations,   losses, damages, penalties, actions, judgments, suits, costs, expenses or   disbursements resulting from the gross negligence or willful misconduct of   such Person; provided, further, that with respect to such unpaid amounts owed   to any Letter of Credit Issuer solely in its capacity as such, only the   Revolving Credit Lenders shall be required to pay such unpaid amounts, such   payment to be made severally among them based on such Revolving Credit   Lenders’ Revolving Credit Commitment Percentage (determined as of the time   that the applicable indemnification is sought (or if indemnification is   sought after the date upon which all Commitments shall have terminated and   the Loans and all Unpaid Drawings shall have been paid in full and all   Letters of Credit have been terminated or cash collateralized, ratably in   accordance with the Revolving Credit Commitment Percentage immediately prior   to such date). The agreements in this Section 12.7 shall survive the payment   of the Loans and all other amounts payable hereunder. 12.8 Administrative Agent   in its Individual Capacity. The Administrative Agent and its Affiliates may   make loans to, accept deposits from, own securities of, act as the financial   advisor or in any other advisory capacity for and generally engage in any   kind of business with the Borrower, any Guarantor and any other Credit Party   or any Subsidiary or Affiliate thereof as though the Administrative Agent   were not the Administrative Agent hereunder and under the other Credit   Documents and without any duty to account therefor to the Lenders. With   respect to the Loans made by it, the Administrative Agent shall have the same   rights and powers under this Agreement and the other Credit Documents as any   Lender and may exercise the same as though it were not the Administrative   Agent, and the terms “Lender” and “Lenders” shall include the Administrative   Agent in its individual capacity. 12.9 Successor Agent. The Administrative   Agent may, at any time resign as Administrative Agent upon 20 days’ prior   written notice to the Lenders and the Borrower. If the Administrative Agent   shall resign as Administrative Agent under this Agreement and the other   Credit Documents, then the Required Lenders shall appoint a successor agent   for the Lenders, which successor agent shall be approved by the Borrower except   if an Event of Default under Section 11.1 or Section 11.5 has occurred and is   continuing (which approval shall not be unreasonably withheld), whereupon   such successor agent shall succeed to the rights, powers and duties of the   Administrative Agent, and the term “Administrative Agent” shall mean such   successor agent effective upon such appointment and approval, and the former   Administrative Agent’s rights, powers and duties as Administrative Agent   shall be terminated, without any other or further act or deed on the part of   such former Administrative Agent or any of the parties to this Agreement or   any holders of the Loans. If (i) the Borrower withholds its consent to the   appointment of any successor Administrative Agent as permitted hereunder or   (ii) the


    




 










Administrative   Agent shall notify the Borrower and the Lenders that no such successor is   willing to accept such appointment, then such resignation shall nonetheless   become effective in accordance with such notice, and the retiring Administrative   Agent shall be discharged from its duties and obligations hereunder and under   the other Credit Documents and the Required Lenders may perform the duties of   the resigning Administrative Agent (except that in the case of any Collateral   held by the Administrative Agent on behalf of the Secured Parties under any   of the Credit Documents, the retiring Administrative Agent may continue to   hold such Collateral until such time as a successor Administrative Agent is   appointed and such Collateral is assigned to such successor Administrative   Agent and the retiring Administrative Agent may elect to distribute notices   or payments to the Lenders, in which case it shall remain entitled to the   benefits of this Section 12 for so long as it is acting in any such manner).   After any retiring Administrative Agent’s resignation as Administrative   Agent, the provisions of this Section 12 shall inure to its benefit as to any   actions taken or omitted to be taken by it while it was Administrative Agent   under this Agreement and the other Credit Documents. 12.10 Withholding Tax.   To the extent required by any applicable law, the Administrative Agent may   withhold from any interest or other payment to any Lender an amount   equivalent to any applicable withholding tax. If the Internal Revenue Service   or any authority of the United States or any other jurisdiction asserts a   claim that the Administrative Agent did not properly withhold tax from   amounts paid to or for the account of any Lender (because the appropriate   form was not delivered, was not properly executed, or because such Lender   failed to notify the Administrative Agent of a change in circumstances which   rendered the exemption from, or reduction of, withholding tax ineffective, or   for any other reason), such Lender shall indemnify the Administrative Agent   fully for all amounts paid, directly or indirectly, by the Administrative   Agent as tax or otherwise, including penalties and interest, together with   all expenses incurred, including legal expenses, allocated staff costs and any   out of pocket expenses. Each Lender shall severally indemnify the   Administrative Agent, within 10 days after demand therefor, for any Taxes   attributable to such Lender, in each case, that are payable or paid by the   Administrative Agent in connection with any Credit Document, and any   reasonable expenses arising therefrom or with respect thereto, whether or not   such Taxes were correctly or legally imposed or asserted by the relevant   Governmental Authority. A certificate as to the amount of such payment or liability   delivered to any Lender by the Administrative Agent shall be conclusive   absent manifest error. Each Lender hereby authorizes the Administrative Agent   to set off and apply any and all amounts at any time owing to such Lender   under any Credit Document or otherwise payable by the Administrative Agent to   such Lender from any other source against any amount due to the   Administrative Agent under this Section 12.10. 12.11 Other Agents; Arranger   and Bookrunner. None of the Lenders or other Persons identified on the cover   page of this Agreement as a “joint lead arranger”, “lead arranger”, “joint   bookrunner”, “bookrunner”, “co-syndication agent” or “documentation agent” or   any of the Amendment Agents shall have any right, power, obligation,   liability, responsibility or duty under this Agreement or any other Credit   Document in their respective capacities as such, but shall be entitled to all   the benefits of this Section 12 applicable to the Administrative Agent.   Without limiting the foregoing, none of the Lenders or other Persons so   identified shall have or be deemed to have any fiduciary relationship with   any Lender. Each Lender acknowledges that it has not relied, and will not   rely, on any of the Lenders or other Persons so identified in deciding to   enter into this Agreement or in taking or not taking action hereunder. 12.12   Administrative Agent May File Proofs of Claim. (a) In case of the pendency of   any proceeding under any Debtor Relief Law or any other judicial proceeding   relative to any Loan Party, the Administrative Agent (irrespective of whether   the principal of any Loan or Letter of Credit


    




 










Obligation   shall then be due and payable as herein expressed or by declaration or   otherwise and irrespective of whether the Administrative Agent shall have   made any demand on the Borrower) shall be entitled and empowered (but not   obligated) by intervention in such proceeding or otherwise: (b) to file and   prove a claim for the whole amount of the principal and interest owing and   unpaid in respect of the Loans, Unpaid Drawings and all other Obligations   that are owing and unpaid and to file such other documents as may be   necessary or advisable in order to have the claims of the Lenders, the Letter   of Credit Issuers and the Administrative Agent (including any claim for the   reasonable compensation, expenses, disbursements and advances of the Lenders,   the Letter of Credit Issuers and the Administrative Agent and their   respective agents and counsel and all other amounts due the Lenders, the   Letter of Credit Issuers and the Administrative Agent under Sections 4.1. and   13.5) allowed in such judicial proceeding; and (c) to collect and receive any   monies or other property payable or deliverable on any such claims and to   distribute the same; and any custodian, receiver, assignee, trustee,   liquidator, sequestrator or other similar official in any such judicial   proceeding is hereby authorized by each Lender and each Letter of Credit   Issuer to make such payments to the Administrative Agent and, in the event   that the Administrative Agent shall consent to the making of such payments   directly to the Lenders and the Letter of Credit Issuers, to pay to the   Administrative Agent any amount due for the reasonable compensation,   expenses, disbursements and advances of the Administrative Agent and its   agents and counsel, and any other amounts due the Administrative Agent under   Sections 4.1 and 13.5. 12.13 Collateral and Guaranty Matters. (a) The Secured   Parties irrevocably authorize the Administrative Agent, at its option and in   its discretion (except where it is otherwise obligated to do so under the   Credit Documents), (i) to release any Lien on any property granted to or held   by the Administrative Agent under any Credit Document (x) upon termination of   all Commitments and payment in full of all Obligations (other than contingent   indemnification obligations for which no claim has been made) and the   expiration or termination of all Letters of Credit (other than Letters of   Credit as to which other arrangements satisfactory to the Administrative   Agent and the applicable Letter of Credit Issuer shall have been made), (y)   that is sold or otherwise disposed of to a Person that is not a Credit Party   in connection with any sale or other disposition permitted under the Credit   Documents, or (z) subject to Section 13.1, if approved, authorized or   ratified in writing by the Required Lenders (or such other amount of Lenders   required to authorize such sale or disposition); (ii) to subordinate any Lien   on any property granted to or held by the Administrative Agent under any   Credit Document to the holder of any Lien on such property that is permitted   by Section 10.2(c) (or release any such Liens to the extent Liens in favor of   the Administrative Agent on such property are not permitted by the   Indebtedness secured pursuant to the Liens permitted under Section 10.2(c));   and (iii) to release any Subsidiary Guarantor from its obligations under the   Credit Documents and to terminate any Liens granted by such Subsidiary   Guarantor if such Person ceases to be a Restricted Subsidiary as a result of   a transaction permitted under the Credit Documents (including pursuant to   such Person being designated as an Unrestricted Subsidiary in accordance with   this Agreement); 


    




 










it being   understood that, notwithstanding anything herein or in any other Credit   Documents, the Company and its Subsidiaries shall not be released from their   obligations under the Credit Documents, and the Liens granted thereby shall   not be terminated, in connection with, or as a result of, the Permitted Tax   Distribution/Contribution. Upon request by the Administrative Agent at any   time, the Required Lenders will confirm in writing the Administrative Agent’s   authority to release or subordinate its interest in particular types or items   of property, or to release any Guarantor from its obligations under the   Guaranty pursuant to this Section 12.13. (b) The Administrative Agent shall   not be responsible for or have a duty to ascertain or inquire into any   representation or warranty regarding the existence, value or collectability   of the Collateral, the existence, priority or perfection of the Administrative   Agent’s Lien thereon, or any certificate prepared by any Credit Party in   connection therewith, nor shall the Administrative Agent be responsible or   liable to the Lenders for any failure to monitor or maintain any portion of   the Collateral. 12.14 Credit Bidding. The Lenders hereby irrevocably   authorize the Administrative Agent, upon the written consent of Required   Lenders to Credit Bid (in an amount and on such terms as may be directed by   the Required Lenders) and purchase (either directly or through one or more   acquisition vehicles) at any public or private sale conducted under the   provisions of the UCC (including pursuant to sections 9-610 and 9-620 of the   UCC), the provisions of the Bankruptcy Code (including pursuant to section   363 of the Bankruptcy Code) (or any similar provision of any other applicable   Debtor Relief Law) or under similar provisions of any applicable Requirements   of Law in the relevant jurisdiction, or at any sale or foreclosure conducted   by the Administrative Agent (whether by judicial action or otherwise) in   accordance with any applicable Requirements of Law, all or any portion of the   Collateral on behalf of and for the benefit of the Lenders. Each Lender   hereby agrees that, except with the written consent of the Administrative   Agent and the Required Lenders, it will not exercise any right that it might   otherwise have to Credit Bid at any sales of all or any portion of the   Collateral conducted under the provisions of the UCC, the Bankruptcy Code (or   any applicable other Debtor Relief Law) or any similar Requirement of Law in   the relevant jurisdiction, foreclosure sales or other similar dispositions of   Collateral. 12.15 Cash Management Obligations; Swap Agreements. Except as   otherwise expressly set forth herein or in any Credit Document, no Cash   Management Bank or Qualified Counterparty that obtains the benefits of any   guarantee or any Collateral by virtue of the provisions hereof or of any   Security Document shall have any right to notice of any action or to consent   to, direct or object to any action hereunder or under any other Credit   Document or otherwise in respect of the Collateral (including the release or   impairment of any Collateral) other than in its capacity as a Lender and, in   such case, only to the extent expressly provided in the Credit Documents.   Notwithstanding any other provision of this Section 12 to the contrary, the   Administrative Agent shall not be required to verify the payment of, or that   other satisfactory arrangements have been made with respect to, Cash Management   Obligations or Hedge Agreements unless the Administrative Agent has received   written notice of such obligations, together with such supporting   documentation as the Administrative Agent may reasonably request, from the   applicable Cash Management Bank or Qualified Counterparty, as the case may   be.


    




 










SECTION 13.   Miscellaneous 13.1 Amendments and Waivers. Neither this Agreement nor any   other Credit Document, nor any terms hereof or thereof may be amended,   supplemented or modified except in accordance with the provisions of this   Section 13.1. The Required Lenders may, or, with the written consent of the   Required Lenders, the Administrative Agent may, from time to time, (a) enter   into with the relevant Credit Party or Credit Parties (to the extent approval   of a Credit Party is required) written amendments, supplements or   modifications hereto and to the other Credit Documents for the purpose of   adding any provisions to this Agreement or the other Credit Documents or   changing in any manner the rights of the Lenders or of the Credit Parties   hereunder or thereunder or (b) waive, on such terms and conditions as the   Required Lenders or the Administrative Agent, as the case may be, may specify   in such instrument, any of the requirements of this Agreement or the other   Credit Documents or any Default or Event of Default and its consequences;   provided, however, that (x) no such waiver and no such amendment, supplement   or modification shall directly (i) forgive any portion of any Loan or extend   the final scheduled maturity date of any Loan or extend the date for the   payment of any Term Loan Repayment Amount or other scheduled amortization of   Term Loans added after the Closing Date or reduce the stated rate, or forgive   any portion, or extend the date for the payment, of any interest or fee   payable hereunder (other than as a result of waiving the applicability of any   post-default increase in interest rates (it being understood that any   amendment or modification of defined terms used in the Financial Performance   Covenant in this Agreement shall not constitute a reduction in the stated   rate or fees for purposes of this clause (i)), or extend the final expiration   date of any Lender’s Commitment or extend the final expiration date of any   Letter of Credit beyond the L/C Maturity Date, or increase the aggregate   amount of the Commitments of any Lender, or amend or modify any provisions of   Section 13.8(a), in each case without the written consent of each Lender   directly and adversely affected thereby (provided that extensions of Letter   of Credit expiration dates beyond the L/C Maturity Date will be permitted   without such consent if the obligations of such Lender directly affected   terminate on the L/C Maturity Date or such Lender otherwise consents to such   extension), or (ii) amend, modify or waive any provision of this Section 13.1   or reduce the percentage specified in the definition of the term “Required   Lenders” or consent to the assignment or transfer by the Borrower of its   rights and obligations under any Credit Document to which it is a party, in   each case without the written consent of each Lender (it being understood   that with the consent of the Required Lenders, additional extensions of   credit pursuant to this Agreement may be included in the determination of the   Required Lenders on substantially the same basis as the Term Loan Commitments   and the Revolving Credit Commitments, as applicable, on the date hereof), or   (iii) amend, modify or waive any provision of Section 12 without the written   consent of the then-current Administrative Agent, or (iv) amend, modify or   waive any provision of Section 3 without the written consent of each Letter   of Credit Issuer, or (v) amend, modify or waive the application of any   provision of any Credit Document in a manner that adversely affects any Class   of Lenders in a manner that is disproportionate to the impact thereof on   another Class of Lenders without the written consent of the Lenders holding a   majority of the Loans and outstanding and unused commitments of such Class   (it being understood that Lenders providing Indebtedness permitted under   Sections 2.17, 2.18 or 2.19 and, with the consent of the Required Lenders,   Lenders providing additional extensions of credit pursuant to this Agreement   may be permitted to share in the allocation of prepayments with holders of   the Term Loans (in the case of additional or extended term loans) or the   Revolving Credit Commitments (in the case of additional or extended revolving   credit facilities), as applicable, on substantially the same basis as the   Term Loans and the Revolving Credit Commitments on the date hereof), or (vi)   change any Revolving Credit Commitment to a Term Loan Commitment, or change   any Term Loan Commitment to a Revolving Credit Commitment, in each case   without the prior written consent of each Lender directly and adversely   affected thereby, or (vii) release all or substantially all of the value of   the Guarantors under


    




 









 



the Guarantee   Agreement (except as expressly permitted by the Guarantee Agreement or   pursuant to a transaction permitted under Section 10.4), or release all or   substantially all of the Collateral under the Security Documents, in each   case without the prior written consent of each Lender, or (viii) change   Section 4.2 in a manner that would alter the pro rata sharing of reductions   of Revolving Credit Commitments required thereby, in each case without the   written consent of each Lender directly and adversely affected thereby; (y)   no amendment or modification that reduces the percentage specified in the   definition of the “Required Revolving Credit Lenders” (it being understood   that, Additional Revolving Credit Commitments, Extended Revolving Credit   Commitments and Refinancing Revolving Credit Commitments and, with the   consent of the Required Lenders, additional extensions of revolving credit   pursuant to this Agreement, may be included in the definition of the   “Required Revolving Credit Lenders” on substantially the same basis as the   Revolving Credit Commitments are included on the date hereof) shall be   effective without the consent of each Revolving Credit Lender; and (z) no   amendment or modification that reduces the percentage specified in the   definition of “Required Term Loan Lenders” (it being understood that   additional Term Loans permitted hereunder and, with the consent of the   Required Lenders, additional extensions of term loans pursuant to this   Agreement may be included in the definition of “Required Term Loan Lenders”   on substantially the same basis as the Term Loans are included on the date   hereof) shall be effective without the consent of each Term Loan Lender;   provided, further, that no such agreement shall amend, modify or otherwise   affect the rights or duties of the Administrative Agent or any Letter of   Credit Issuer hereunder or under any other Credit Document without the prior   written consent of the Administrative Agent or such Letter of Credit Issuer,   as applicable. In the case of any waiver, the Borrower, the Lenders, the   Letter of Credit Issuers and the Administrative Agent shall be restored to   their former positions and rights hereunder and under the other Credit   Documents, and any Default or Event of Default waived shall be deemed to be   cured and not continuing, it being understood that no such waiver shall   extend to any subsequent or other Default or Event of Default or impair any   right consequent thereon. The Administrative Agent is authorized to enter   into the Pari Passu Intercreditor Agreement and the Second Lien Intercreditor   Agreement (or amend any then-existing Intercreditor Agreement) in connection   with the incurrence of secured Indebtedness pursuant to Sections 10.1(a)(xi),   10.1(a)(xiii) or 10.1(a)(xxii). Notwithstanding the foregoing, no consent of   the Borrower or any Credit Party shall be required for amendments or waivers   to any Intercreditor Agreement except to the extent expressly set forth in   such Intercreditor Agreement. Notwithstanding the foregoing, (i) the   Administrative Agent and the Borrower may amend, in a writing executed by   both the Administrative Agent and the Borrower, any Credit Document to effect   administrative changes that are not adverse to any Lender or to correct   errors or omissions, (ii) upon the effectiveness of any Incremental   Amendment, Loan Modification Agreement or Refinancing Amendment, the   Administrative Agent, the Borrower and the Lenders providing the relevant   Incremental Commitments, Extended Term Loans, Extended Revolving Credit   Commitments or Credit Agreement Refinancing Indebtedness, as applicable, may   amend this Agreement to the extent (but only to the extent) necessary to   reflect the existence and terms of the Incremental Commitments, Extended Term   Loans, Extended Revolving Credit Commitments or Credit Agreement Refinancing   Indebtedness, as applicable, incurred pursuant thereto (including any   amendments necessary to treat the Loans and Commitments subject thereto as   Other Term Loans, Other Revolving Credit Loans, Extended Term Loans, Extended   Revolving Credit Commitments, Refinancing Revolving Credit Commitments and/or   Refinancing Term Loan Commitments), and (iii) the Administrative Agent may   enter into amendments to this Agreement and the other Credit Documents with   the Borrower as may be necessary in order to establish new 


    




 










 tranches or sub-tranches in respect of the   Loans and/or Commitments extended pursuant to Section 2.17, 2.18 and 2.19 and   such technical amendments as may be necessary or appropriate in the   reasonable opinion of the Administrative Agent and the Borrower in connection   with the establishment of such new tranches or sub-tranches, in each case on   terms consistent with Section 2.17, 2.18 and 2.19. Notwithstanding the   foregoing, this Agreement may be amended (or amended and restated) with the   written consent of the Required Lenders, the Administrative Agent and the   Borrower (a) to add one or more additional credit facilities to this   Agreement and to permit the extensions of credit from time to time   outstanding thereunder and the accrued interest and fees in respect thereof   to share ratably in the benefits of this Agreement and the other Credit   Documents with the Term Loans and the Revolving Credit Loans and the   Revolving Credit Loans, as applicable, and accrued interest and fees in   respect thereof and (b) to include appropriately the Lenders holding such   credit facilities in any determination of the Required Lenders and Required   Revolving Credit Lenders and Required Term Loan Lenders, as applicable.   Notwithstanding anything in this Agreement or the other Credit Documents to   the contrary, the Commitments or Loans of any Lender that is at the time a   Defaulting Lender shall not have any voting or approval rights under the   Credit Documents and shall be excluded in determining whether all Lenders (or   all Lenders of a Class), all affected Lenders (or all affected Lenders of a   Class), Required Revolving Credit Lenders, Required Term Loan Lenders or   other majority of Lenders of any Class or the Required Lenders have taken or   may take any action hereunder (including any consent to any amendment or   waiver pursuant to this Section 13.1); provided that (x) the Commitment of   any Defaulting Lender may not be increased or extended without the consent of   such Defaulting Lender, and (y) any waiver, amendment or modification   required the consent of all Lenders or each affected Lender that affects any   Defaulting Lender more adversely than other affected Lenders shall require   the consent of such Defaulting Lender. 13.2 Notices . (a) Except in the case   of notices and other communications expressly permitted to be given by   telephone all notices, requests and demands to or upon the respective parties   hereto to be effective shall be in writing (including by electronic   transmission pursuant to paragraph (b) of this Section 13.2), and, unless   otherwise expressly provided herein, shall be deemed to have been duly given   or made when received, or, in the case of telecopy notice, when sent (except   that, if not given during normal business hours for the recipient, shall be   deemed to have been given at the opening of business on the next business day   for the recipient), addressed as follows, or to such other address as may be   hereafter notified by the respective parties hereto: (i) if to the Borrower   or any Parent Guarantor: 7887 East Belleview Avenue Suite 1000 Englewood, CO   80111 Fax: (720) 479-3503 


    




 










 (ii) if to the Administrative Agent: Credit   Suisse AG Attention: Sean Portrait – Agency Manager Eleven Madison Avenue New   York, NY 10010 Fax: 212-322-2291 Email: agency.loanops@credit-suisse.com;   (iii) if to Credit Suisse AG, in its capacity as a Letter of Credit Issuer:   Credit Suisse AG One Madison Ave., 2nd Floor New York, NY 10010 Phone:   212-538-1370 Fax: 212-325-8315 E-mail: list.ib-letterofcredit@credit-suisse.com;   and (iv) if to the Revolver Agent: JPMorgan Chase Bank, N.A. 500   Stanton Christiana Rd. NCC5 / 1st Floor Newark, DE 19713 Attention:   Loan & Agency Services Group  Tel: +1 (302)   634-5881 / +1 (302) 634-1980 Fax: 302-634-3301 Email: eugene.h.tulliii@chase.com /   jacqueline.l.zellman@jpmorgan.com (v) if to   JPMorgan Chase Bank, N.A., in its capacity as a Letter of Credit Issuer: JPMorgan Chase Bank, N.A. 10420   Highland Manor Dr. 4th Floor Tampa, FL   33610 Attention: Standby LC Unit Tel: 800-364-1969 Fax:   856-294-5267 Email: gts.ib.standby@jpmchase.com    With a copy to: JPMorgan   Chase Bank, N.A. 500 Stanton Christiana Rd. NCC5 / 1st Floor Newark,   DE 19713 Attention: Loan & Agency Services   Group  Tel: +1 (302) 634-5881 / +1 (302) 634-1980   Fax: 302-634-3301 


    




 










 Email: eugene.h.tulliii@chase.com /   jacqueline.l.zellman@jpmorgan.com (ivvi) if to any other Letter of Credit Issuer, to it   at the address provided in writing to the Administrative Agent and the   Borrower at the time of its appointment as a Letter of Credit Issuer   hereunder; and (vvii)   if to a Lender, to it at its address (or fax number) set forth on Schedule   1.1(b) or in the Assignment and Acceptance pursuant to which such Lender   shall have become a party hereto. Notices delivered through electronic   communications to the extent provided in Section 13.2(b) below, shall be   effective as provided in said Section 13.2(b). (b) Notices and other   communications to the Lenders and the Letter of Credit Issuers hereunder may   be delivered or furnished by electronic communication (including e-mail and   Internet or intranet websites) pursuant to procedures approved by the   Administrative Agent; provided that the foregoing shall not apply to notices   to any Lender pursuant to Section 2.3 or 3, if such Lender or Letter of   Credit Issuer, as applicable, has notified the Administrative Agent that it   is incapable of receiving notices under such Section by electronic   communication. Each of the Administrative Agent, each Parent Guarantor and   the Borrower may, in their respective discretion, agree to accept notices and   other communications hereunder via electronic communications pursuant to   procedures approved by such Person; provided that approval of such procedures   may be limited to a particular notice or particular notices or   communications. Unless the Administrative Agent otherwise prescribes,   (i) notices and other communications sent to an e-mail address shall be   deemed received upon the sender’s receipt of an acknowledgment from the   intended recipient (such as by the “return receipt requested” function, as   available, return e-mail or other written acknowledgment), and   (ii) notices or communications posted to an Internet or intranet website   shall be deemed received upon the deemed receipt by the intended recipient at   its e-mail address as described in the foregoing clause (i) of   notification that such notice or communication is available and identifying   the website address therefor; provided that, in each case, if such notice or   other communication is not sent during the normal business hours of the   recipient, such notice or communication shall be deemed to have been sent at   the opening of business on the next Business Day for the recipient. (c) Each   of each Parent Guarantor and the Borrower hereby agrees, unless directed   otherwise by the Administrative Agent or unless the electronic mail address   referred to below has not been provided by the Administrative Agent to the   Borrower, that it will, or will cause its Subsidiaries to, provide to the   Administrative Agent all information, documents and other materials that it   is obligated to furnish to the Administrative Agent pursuant to the Credit   Documents, including all notices, requests, financial statements, financial   and other reports, certificates and other information materials, but   excluding any such communication (unless otherwise agreed by the   Administrative Agent) that (i) is or relates to a Notice of Borrowing or   a Notice of Conversion or Continuation, (ii) relates to the payment of   any principal or other amount due under this Agreement, (iii) provides   notice of any Default or Event of Default under this Agreement or any other   Credit Document or (iv) is required to be delivered to satisfy any condition   precedent to the effectiveness of this Agreement and/or any Borrowing or   other extension of credit hereunder (all such non-excluded communications   being referred to herein collectively as “Communications”), by transmitting   the Communications in an electronic/soft medium that is properly identified   in a format acceptable to the Administrative Agent to such electronic mail   address as provided by the Administrative Agent from time to time. In   addition, each of each Parent Guarantor and the 


    




 










 Borrower agrees, and agrees to cause its   Subsidiaries, to continue to provide the Communications to the Administrative   Agent in the manner specified in the Credit Documents but only to the extent   requested by the Administrative Agent. The Borrower hereby acknowledges that   (a) the Administrative Agent may, but shall not be obligated to, make   available to the Lenders and the Letter of Credit Issuers materials and/or   information provided by or on behalf of the Borrower hereunder (collectively,   the “Borrower Materials”) by posting the Borrower Materials on Intralinks,   SyndTrak or another similar electronic system (the “Platform”) and (b)   certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do   not wish to receive material non-public information with respect to the   Borrower or its securities) (each, a “Public Lender”). The Borrower hereby   agrees that (w) all Borrower Materials that are to be made available to   Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a   minimum, shall mean that the word “PUBLIC” shall appear prominently on the   first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower   shall be deemed to have authorized the Administrative Agent and the Lenders   to treat such Borrower Materials as not containing any material non-public   information with respect to the Borrower or its securities for purposes of   United States federal and state securities laws (provided, however, that to   the extent such Borrower Materials constitute Information, they shall be   treated as set forth in Section 13.16); (y) all Borrower Materials marked   “PUBLIC” are permitted to be made available through a portion of the Platform   designated as “Public Investor”; and (z) the Administrative Agent shall be   entitled to treat any Borrower Materials that are not marked “PUBLIC” as   being suitable only for posting on a portion of the Platform not marked as   “Public Investor”. Notwithstanding the foregoing, the following Borrower   Materials shall be marked “PUBLIC”, unless the Borrower notifies the   Administrative Agent promptly that any such document contains material   non-public information: (1) the Credit Documents and (2) notification of   changes in the terms of the Credit Documents. Each Public Lender agrees to   cause at least one individual at or on behalf of such Public Lender to at all   times have selected the “Private Side Information” or similar designation on   the content declaration screen of the Platform in order to enable such Public   Lender or its delegate, in accordance with such Public Lender’s compliance   procedures and applicable law, including United States Federal and state   securities laws, to make reference to Communications that are not made   available through the “Public Side Information” portion of the Platform and   that may contain material non-public information with respect to the Borrower   or its securities for purposes of United States Federal or state securities   laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE   ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR   COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH   EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS.   NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY   WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,   NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE   DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN   CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE   ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY   CREDIT PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER   OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL,   INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT,   CONTRACT OR OTHERWISE) 


    




 










 ARISING OUT OF ANY LOAN PARTY’S OR THE   ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE PLATFORM   except to the extent arising from the administrative agent’s gross negligence   or willful misconduct as determined by a court of competent jurisdiction in a   final and NON-appealable judgment. The Administrative Agent agrees that the   receipt of the Communications by the Administrative Agent at its e-mail   address set forth above shall constitute effective delivery of the   Communications to the Administrative Agent for purposes of the Credit   Documents. Each Lender agrees that receipt of notice to it (as provided in the   next sentence) specifying that the Communications have been posted to the   Platform shall constitute effective delivery of the Communications to such   Lender for purposes of the Credit Documents. Each Lender agrees to notify the   Administrative Agent in writing (including by electronic communication) from   time to time of such Lender’s e-mail address to which the foregoing notice   may be sent by electronic transmission and that the foregoing notice may be   sent to such e-mail address. Nothing herein shall prejudice the right of the   Administrative Agent or any Lender to give any notice or other communication   pursuant to any Credit Document in any other manner specified in such Credit   Document. 13.3 No Waiver; Cumulative Remedies . No failure to exercise and no   delay in exercising, on the part of the Administrative Agent, any Letter of   Credit Issuer or any Lender, any right, remedy, power or privilege hereunder   or under the other Credit Documents shall operate as a waiver thereof, nor   shall any single or partial exercise of any right, remedy, power or privilege   hereunder preclude any other or further exercise thereof or the exercise of   any other right, remedy, power or privilege. The rights, remedies, powers and   privileges herein provided are cumulative and not exclusive of any rights,   remedies, powers and privileges provided by law. No waiver of any provision   of this Agreement or any other Credit Document or consent to any departure by   the Borrower or any other Credit Party therefrom shall in any event be   effective unless the same shall be permitted by Section 13.1, and then such   waiver or consent shall be effective only in the specific instance and for   the purpose for which given. No notice or demand on the Borrower or a Parent   Guarantor in any case shall entitle the Borrower or any Parent Guarantor to   any other or further notice or demand in similar or other circumstances. 13.4   Survival of Representations and Warranties . All representations and   warranties made hereunder, in the other Credit Documents and in any document,   certificate or statement delivered pursuant hereto or in connection herewith   shall survive the execution and delivery of this Agreement and the making of   the Loans and the issuance of Letters of Credit hereunder. 13.5 Payment of   Expenses; Indemnification . The Borrower agrees (a) to pay or reimburse the   Administrative Agent and the Amendment Agents for all of their reasonable and   documented out-of-pocket costs and expenses incurred in connection with the   development, preparation and execution of, and any amendment, supplement or   modification to, this Agreement and the other Credit Documents and any other   documents prepared in connection herewith or therewith, and the consummation   and administration of the transactions contemplated hereby and thereby, including   the reasonable and documented or invoiced fees, disbursements and other   charges of one counsel to the Administrative Agent and the Amendment Agents,   and in connection with local and collateral matters, one counsel in any   relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses   incurred by any Letter of Credit Issuer in connection with the issuance,   amendment, renewal or extension of any 


    




 










 Letter of Credit or any demand for payment   thereunder, (c) to pay or reimburse the Administrative Agent and any other   Agent for all its reasonable and documented costs and expenses incurred in   connection with the enforcement or preservation of any rights under this   Agreement, the other Credit Documents and any such other documents   (including, without limitation, after the occurrence and during the   continuance of a Default or Event of Default and in connection with any   workout or restructuring or proceeding under the Bankruptcy Code or any other   Debtor Relief Law), including the reasonable fees, disbursements and other   charges of one primary counsel (and, in the case of an actual or perceived   conflict of interest by an Agent, where the Agent affected by such conflict   informs the Borrower of such conflict and thereafter retains its own counsel,   of another counsel to the affected Agent), and one local counsel in each   appropriate jurisdiction (which may include one special counsel acting in   multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender   and Agent from, any and all recording and filing fees and (e) to pay,   indemnify, and hold harmless each Lender, each Letter of Credit Issuer and   each Agent and their respective Related Parties (each, an “Indemnitee”) from   and against any and all other liabilities, obligations, losses, damages,   penalties, actions, judgments, suits, costs, expenses or disbursements of any   kind or nature whatsoever, including reasonable and documented fees,   disbursements and other charges of one primary counsel (and, in the case of   an actual or perceived conflict of interest by an Indemnitee, where the   Indemnitee affected by such conflict informs the Borrower or such conflict   and thereafter retains its own counsel, of another counsel to the affected   Indemnitee), and one local counsel in each appropriate jurisdiction (which   may include one special counsel acting in multiple jurisdictions), with   respect to the execution, delivery, enforcement, performance and   administration of this Agreement, the other Credit Documents and any such   other documents, including the financing contemplated hereby (regardless of   whether any Indemnitee is a party thereto and regardless of whether any such   matter is initiated by a third party or by Holdings, the Borrower, any of   their respective Affiliates, creditors or equity holders or any other   Person), including, without limitation, any of the foregoing relating to the   violation of, noncompliance with or liability under, any Environmental Law or   to any actual or alleged presence, release or threatened release of Hazardous   Materials involved or attributable to the operations of the Borrower, any of   its Subsidiaries or any of the Real Estate (all the foregoing in this clause   (e), collectively, the “indemnified liabilities”); provided that the Borrower   shall have no obligation hereunder to any such Indemnitee with respect to   indemnified liabilities to the extent such indemnified liabilities result   from (i) the gross negligence or willful misconduct of such Indemnitee   or its controlled Affiliates or its controlling persons or their respective   officers, directors, employees, agents, advisors or members, in each case,   who are involved in the Transactions (as determined by a court of competent   jurisdiction in a final and non-appealable decision), (ii) a material breach   by such Indemnitee or one of its Affiliate of its funding obligations   hereunder or (iii) disputes by and among such Indemnitees (other than   any claims against any Agent, any other agent, arranger or bookrunner named   on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer   in such capacities or fulfilling such roles or any similar role or with   respect to acts or omissions taken in furtherance of or relating to such   capacities or roles) to the extent such disputes do not arise from any act or   omission of the Borrower or any of its Affiliates. No Indemnitee shall be   liable for any damages arising from the use by others of any information or   other materials obtained through IntraLinks, SyndTrak or other similar   information transmissions systems in connection with this Agreement or the   Transactions. No Indemnitee shall have any liability for any special,   punitive, indirect or consequential damages relating to this Agreement or any   other Credit Document or arising out of its activities in connection herewith   or therewith (whether before or after the Closing Date). The agreements in   this Section 13.5 shall survive repayment of the Loans and all other amounts   payable hereunder. 13.6 Successors and Assigns; Participations and   Assignments . (a) The provisions of this Agreement shall be binding upon and   inure to the benefit of the parties hereto and their respective successors   and assigns permitted hereby (including any Affiliate of any Letter of Credit   Issuer that issues 


    




 










 any Letter of Credit), except that (i)   neither the Borrower nor any Parent Guarantor may assign or otherwise   transfer any of its rights or obligations hereunder without the prior written   consent of the Administrative Agent and each Lender (and any attempted   assignment or transfer by any Parent Guarantor or the Borrower without such   consent shall be null and void) and (ii) no Lender may assign or otherwise   transfer its rights or obligations hereunder except in accordance with this   Section. Nothing in this Agreement, expressed or implied, shall be construed   to confer upon any Person (other than the parties hereto, their respective   successors and assigns permitted hereby (including any Affiliate of any   Letter of Credit Issuer that issues any Letter of Credit), Participants (to   the extent provided in paragraph (c) of this Section) and, to the extent   expressly contemplated hereby, the Agents, the Related Parties of each of the   Administrative Agent, the Letter of Credit Issuer, the Lenders and the   Agents, and any Indemnitees) any legal or equitable right, remedy or claim   under or by reason of this Agreement. (b) (i) Subject to the conditions set   forth in paragraph (b)(ii) below, any Lender may assign to one or more   assignees all or a portion of its rights and obligations under this Agreement   (including all or a portion of its Commitments and the Loans at the time   owing to it) with the prior written consent (such consent not be unreasonably   withheld or delayed) of: (A) the Borrower (which consent shall not be   unreasonably withheld or delayed); provided that no consent of the Borrower   shall be required (x) with respect to the Term Facility, for an assignment to   a Lender, an Affiliate of a Lender or an Approved Fund, (y) with respect to   the Revolving Credit Facility, for an assignment to a Revolving Credit Lender   or (z) with respect to any Facility, if an Event of Default under Section   11.1 or Section 11.5 has occurred and is continuing, any other assignee;   provided that the Borrower shall be deemed to have consented to any such assignment   unless it shall object thereto by written notice to the Administrative Agent   within five Business Days after having received notice thereof; and provided,   further, that the Borrower’s consent shall not be required for assignments of   the Term B Loans by the Agents and their respective Affiliates during the   primary syndication of the Term B Loans, which shall in any event end upon   the earlier of (i) the date the Third Amendment Lead Arranger reasonably   determines that the primary syndication has concluded and (ii) the date that   is 60 days after the Third Amendment Effective Date; and provided, further,   that the Borrower’s consent shall not be required for assignments of the   Refinancing Term B Loans and the New Term B Loans by the Agents and their   respective Affiliates during the primary syndication of such Refinancing Term   B Loans and New Term B Loans, which shall in any event end upon the earlier   of (i) the date the Sixth Amendment Lead Arrangers reasonably determine that   the primary syndication has concluded and (ii) the date that is 60 days after   the Sixth Amendment Effective Date; and (B) the Administrative Agent;   provided that no consent of the Administrative Agent shall be required for   with respect to the Term Facility, an assignment to a Lender, an Affiliate of   a Lender or an Approved Fund and, with respect to the Revolving Credit   Facility, Credit Suisse AG, in its capacity as a    the Letter of Credit Issuer. (ii) Assignments   shall be subject to the following additional conditions: (A) except in the case   of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or   an assignment of the entire remaining amount of the assigning Lender’s   Commitment or Loans of any Class, the amount of the Commitment or Loans of   the assigning Lender subject to each such assignment (determined as of the   date the Assignment and Acceptance with respect to such assignment is   delivered to the Administrative Agent) shall not be less than (x) with   respect to the Term Facility, $1,000,000, and increments of $1,000,000 in 


    




 










 excess thereof and (y) with respect to the   Revolving Credit Facility, $5,000,000, and increments of $1,000,000 in excess   thereof, unless the Borrower and the Administrative Agent otherwise consent;   provided that no such consent of the Borrower shall be required if an Event   of Default under Section 11.1 or Section 11.5 has occurred and is continuing;   provided further that contemporaneous assignments to a single assignee made   by Lenders that are Affiliates of each other or to assignees that are   Affiliates by a single Lender or group of Lenders that are Affiliates of each   other shall be aggregated for purposes of meeting the minimum assignment   amount requirements stated above; (B) each partial assignment shall be made   as an assignment of a proportionate part of all the assigning Lender’s rights   and obligations under this Agreement; provided that this clause shall not be   construed to prohibit the assignment of a proportionate part of all the   assigning Lender’s rights and obligations in respect of one Class of Commitments   or Loans; (C) the parties to each assignment shall execute and deliver to the   Administrative Agent an Assignment Agreement via an electronic settlement   system acceptable to the Administrative Agent (or, if previously agreed with   the Administrative Agent, manually), and shall pay to the Administrative   Agent a processing and recordation fee of $3,500 (which fee may be waived or   reduced in the sole discretion of the Administrative Agent); (D) the   assignee, if it shall not be a Lender, shall deliver to the Administrative   Agent an administrative questionnaire in a form approved by the   Administrative Agent (the “Administrative Questionnaire”) and, if required,   applicable tax forms; (E) at the time any Lender is making purchases of Loans   or Commitments, it shall enter into an Assignment and Assumption Agreement   identifying the Class and tranche of such Loans or Commitments (including,   without limitation, in the case of any assignment of Revolving Credit   Commitments); and (F) no such assignment shall be made to (w) a natural   Person, (x) a Defaulting Lender, (y) an Affiliated Lender, other than   pursuant to Section 13.6(d) or (z) any Parent Guarantor, the Borrower or   their respective Subsidiaries, other than pursuant to Section 13.6(e). For   the purpose of this Section 13.6(b), the term “Approved Fund” means any   Person (other than a natural person) that is engaged in making, purchasing,   holding or investing in bank loans and similar extensions of credit in the   ordinary course and that is administered, advised or managed by (a) a   Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an   entity that administers, advises or manages a Lender. (iii) Subject to   acceptance and recording thereof pursuant to paragraph (b)(v) of this   Section, from and after the effective date specified in each Assignment and   Acceptance, the assignee thereunder shall be a party hereto and, to the   extent of the interest assigned by such Assignment and Acceptance, have the   rights and obligations of a Lender under this Agreement, and the assigning   Lender thereunder shall, to the extent of the interest assigned by such   Assignment and Acceptance, be released from its obligations under this   Agreement (and, in the case of an Assignment and Acceptance covering all of   the assigning Lender’s rights and obligations under this Agreement, such   Lender shall cease to be a party hereto but shall continue to be entitled to   the benefits of Sections 2.10, 2.11, 2.12, 3.5, 5.4 and 13.5). Any assignment   or transfer by a Lender of rights or obligations under this Agreement that   does not comply with this 


    




 










 Section 13.6 shall be treated for   purposes of this Agreement as a sale by such Lender of a participation in   such rights and obligations in accordance with paragraph (c) of this Section.   (iv) The Administrative Agent, acting for this purpose as an agent of the   Borrower, shall maintain at the Administrative Agent’s Office a copy of each   Assignment and Acceptance delivered to it and a register for the recordation   of the names and addresses of the Lenders, and the Commitments of, and   principal amount of the Loans and any payment made by the Letter of Credit   Issuer under any Letter of Credit owing to, each Lender pursuant to the terms   hereof from time to time (the “Register”). Further, the Register shall   contain the name and address of the Administrative Agent and the lending   office through which each such Person acts under this Agreement. The entries   in the Register shall be conclusive absent manifest error, and the Borrower,   the Administrative Agent, the Letter of Credit Issuer and the Lenders shall   treat each Person whose name is recorded in the Register pursuant to the   terms hereof as a Lender hereunder for all purposes of this Agreement. The   Register shall be available for inspection by the Borrower, the Letter of   Credit Issuer and any Lender (with respect to any entry relating to such   Lender’s Commitment or Loans), at any reasonable time and from time to time   upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment   and Acceptance executed by an assigning Lender and an assignee, the   assignee’s completed Administrative Questionnaire (unless the assignee shall   already be a Lender hereunder), the processing and recordation fee referred   to in paragraph (b) of this Section and any written consent to such   assignment required by paragraph (b) of this Section, the Administrative   Agent shall accept such Assignment and Acceptance and record the information   contained therein in the Register. (c) (i) Any Lender may, without the   consent of the Borrower, the Administrative Agent or the Letter of Credit   Issuer, sell participations to one or more banks or other Persons (other than   a natural person or any Parent Guarantor, the Borrower or any of their   respective Affiliates or Subsidiaries) (each, a “Participant”) in all or a   portion of such Lender’s rights and obligations under this Agreement   (including all or a portion of its Commitments and/or the Loans owing to it);   provided, however, that (A) such Lender’s obligations under this Agreement   shall remain unchanged, (B) such Lender shall remain solely responsible to   the other parties hereto for the performance of such obligations and (C) the   Borrower, the Administrative Agent, the Letter of Credit Issuer and the other   Lenders shall continue to deal solely and directly with such Lender in   connection with such Lender’s rights and obligations under this Agreement.   Such Lender shall retain the sole right to enforce this Agreement and to   approve any amendment, modification or waiver of any provision of this   Agreement or any other Credit Document; provided that such agreement or   instrument may provide that such Lender will not, without the consent of the   Participant, agree to any amendment, modification or waiver described in the   first proviso to Section 13.1 that affects such Participant. Subject to   paragraph (c)(ii) of this Section, the Borrower agrees that each   Participant shall be entitled to the benefits of Sections 2.10, 2.11, 2.12   and 5.4 to the same extent as if it were a Lender (subject to the   requirements of those Sections) and had acquired its interest by assignment   pursuant to paragraph (b) of this Section. To the extent permitted by law,   each Participant also shall be entitled to the benefits of   Section 13.8(b) as though it were a Lender; provided such Participant   agrees to be subject to Section 13.8(a) as though it were a Lender. (ii) A   Participant shall not be entitled to receive any greater payment than the   applicable Lender would have been entitled to receive with respect to the   participation sold to such Participant, (x) under Section 2.10 or 5.4,   unless the sale of the participation to such Participant is made with the   Borrower’s prior written consent (which consent shall not be 


    




 










 unreasonably withheld) and (y) under Section   2.11 or 2.12, unless such greater payment arises by reason of a Change in Law   taking place after the date the participation is entered into. (iii) Each   Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary   agent of the Borrower, maintain a register on which it enters the name and   address of each Participant and the principal amounts (and stated interest)   of each Participant’s interest in the Loans or other obligations under the   Credit Documents (the “Participant Register”); provided that no Lender shall   have any obligation to disclose all or any portion of the Participant   Register (including the identity of any Participant or any information   relating to a Participant’s interest in any commitments, loans, letters of   credit or its other obligations under any Credit Document) to any Person   except to the extent that such disclosure is necessary to establish that such   commitment, loan, letter of credit or other obligation is in registered form   under Section 5f.103-1(c) of the United States Treasury Regulations. The   entries in the Participant Register shall be conclusive absent manifest   error, and such Lender shall treat each Person whose name is recorded in the   Participant Register as the owner of such participation for all purposes of   this Agreement notwithstanding any notice to the contrary. For the avoidance   of doubt, the Administrative Agent (in its capacity as Administrative Agent)   shall have no responsibility for maintaining a Participant Register. (d)   Assignments to Affiliated Lenders. Any Lender may, at any time, assign all or   a portion of its rights and obligation with respect to Loans under this   Agreement to an Affiliated Lender (including Affiliated Investment Funds)   pursuant to this Section 13.6 through (x) Dutch Auctions open to all Lenders   of a particular Class of Term Loans subject to such Dutch Auction on a pro   rata basis or (y) through open market purchases, in each case subject to the   following additional conditions and limitations: (i) Affiliated Lenders shall   not receive information provided solely to Lenders and the Administrative   Agent and their respective advisors by the Administrative Agent or any Lender   and shall not be permitted to attend or participate in meetings attended solely   by Lenders and the Administrative Agent and their advisors, other than the   right to receive notices of Borrowings, notices of prepayments and other   administrative notices in respect of its Loans or Commitments required to be   delivered to Lenders pursuant to Article II; provided that Affiliated   Investment Funds shall not be subject to such limitation; (ii)   notwithstanding anything in Section 13.1 or the definition of “Required   Lenders” to the contrary, for purposes of determining whether the Lenders   have (1) consented to any amendment, waiver or modification of any Credit   Document (including such modifications pursuant to Section 13.1), (2)   otherwise acted on any matter related to any Credit Document, (3) directed or   required the Administrative Agent or any Lender to undertake any action (or   refrain from taking any action) with respect to or under any Credit Document,   or (4) voted on any plan of reorganization pursuant to Title 11 of the United   States Code, that in either case does not require the consent of each Lender   or each affected Lender or does not adversely affect such Affiliated Lender   disproportionately in any material respect as compared to other Lenders,   Affiliated Lenders will be deemed to have voted in the same proportion as   Lenders that are not Affiliated Lenders voting on such matter; and each   Affiliated Lender hereby acknowledges, agrees and consents that if, for any   reason, its vote to accept or reject any plan pursuant to Title 11 of the   United States Code) is not deemed to have been so voted, then such vote will   be (x) deemed not to be in good faith and (y) “designated” pursuant to   Section 1126(e) of Title 11 of the United States Code such that the vote is   not counted in determining whether the applicable 


    




 










 class has accepted or rejected such plan in   accordance with Section 1126(c) of Title 11 of the United States Code;   provided that Affiliated Investment Funds shall not be subject to such   limitation and shall be entitled to vote as any other Lender; provided,   further, that, notwithstanding anything herein to the contrary, Affiliate   Investment Funds may not in the aggregate account for more than 49.9% of the   amounts necessary to constitute Required Lenders, and any amount in excess of   such percentage will be subject to the limitations set forth in this clause   (ii); (iii) no Auction Purchase or assignment of Revolving Credit Loans or   Revolving Credit Commitments may be made to any Affiliated Lender; provided   that such limitation shall not apply to the Revolving Credit Loans and   Revolving Credit Commitments of any Lender that is a Defaulting Lender at the   time of such assignments; (iv) at the time any Affiliated Lender is making   purchases of Loans or Commitments, it shall enter into an Assignment and   Assumption Agreement identifying itself as an Affiliated Lender to the   applicable assignor; and (v) the aggregate principal amount of all Term Loans   held by Affiliated Lenders (other than Affiliated Investment Funds) shall in   no event exceed 25% of the aggregate outstanding principal amount of the Term   Loans. Notwithstanding anything to the contrary herein, this Section 13.6(d)   shall supersede any provisions in Sections 5.2 or 13.8 to the contrary. (e)   Assignments to Purchasing Borrower Parties. Each Lender acknowledges that   each Purchasing Borrower Party may (x) purchase or acquire Term Loans   hereunder from Lenders from time to time pursuant to a Dutch Auction in   accordance with the terms of this Agreement (including, without limitation,   Section 13.6 hereof), subject to the restrictions set forth in the definition   of “Dutch Auction” and (y) acquire Term Loans hereunder through a   contribution from an Affiliate, in each case, subject to the following   additional conditions and limitations: (i) Purchasing Borrower Parties shall   not receive information provided solely to Lenders or the Administrative   Agent or their respective advisors by the Administrative Agent or any Lender   or their respective advisors and shall not be permitted to attend or   participate in meetings attended solely by Lenders and the Administrative   Agent and their advisors; (ii) notwithstanding anything herein or in any of   the other Credit Documents to the contrary, with respect to any Auction   Purchase or other assignment to a Purchasing Borrower Party (or contribution   from an Affiliate of the Borrower), under no circumstances, whether or not   any Credit Party is subject to a bankruptcy or other insolvency proceeding,   shall any Purchasing Borrower Party be permitted to exercise any voting   rights or other privileges with respect to any Loans or Commitments, and any   Term Loans that are assigned to a Purchasing Borrower Party, shall have no   voting rights or other privileges under this Agreement and the other Credit   Documents and shall not be taken into account in determining any required   vote or consent; (iii) no Auction Purchase or assignment (or contribution) of   Revolving Credit Loans or Revolving Credit Commitments may be made to any   Purchasing Borrower Parties; 


    




 










 (iv) at the time any Purchasing Borrower   Parties is making purchases or sales of Loans or Commitments, it shall enter   into an Assignment and Assumption Agreement identifying itself as a   Purchasing Borrower Parties to the applicable assignor; (v) (i) with respect   to a Dutch Auction, at the time of such Purchase Notice and Auction Purchase,   and (ii) with respect to any other assignment of Term Loans, at the time of   such assignment, no Default or Event of Default shall have occurred and be   continuing or would result therefrom; (vi) no proceeds from any Revolving   Credit Loan shall be used, directly or indirectly, to fund any Auction   Purchase or assignment pursuant to this Section 13.6(e); and (vii)   immediately upon the effectiveness of each Auction Purchase or assignment to   a Purchasing Borrower Party or a contribution of Term Loans from an Affiliate   of the Borrower, a Cancellation (it being understood that such Cancellation   shall not constitute a voluntary repayment of Loans for purposes of this   Agreement) shall be automatically and irrevocably effected with respect to   all of the Loans and related Obligations subject to such Auction Purchase or   assignment for no consideration, with the effect that such Loans and related   Obligations shall for all purposes of this Agreement and the other Credit   Documents no longer be outstanding, and the Credit Parties shall no longer   have any Obligations relating thereto, it being understood that such   forgiveness and cancellation shall result in the Credit Parties being   irrevocably and unconditionally released from all claims and liabilities   relating to such Obligations which have been so cancelled and forgiven, and   the Collateral shall cease to secure any such Obligations which have been so   cancelled and forgiven. Notwithstanding anything to the contrary herein, this   Section 13.6(e) shall supersede any provisions in Sections 5.2 or 13.8 to the   contrary. (f) Any Lender may, without the consent of or notice to the   Borrower or the Administrative Agent or any other Person, at any time pledge   or assign a security interest in all or any portion of its rights under this   Agreement to secure obligations of such Lender, including any pledge or   assignment to secure obligations to a Federal Reserve Bank or other central   bank having jurisdiction over such Lender, and this Section shall not apply   to any such pledge or assignment of a security interest; provided that no   such pledge or assignment of a security interest shall release a Lender from   any of its obligations hereunder or substitute any such pledgee or assignee   for such Lender as a party hereto. In order to facilitate such pledge or   assignment, the Borrower hereby agrees that, upon request of any Lender at   any time and from time to time after the Borrower has made its initial   borrowing hereunder, the Borrower shall provide to such Lender, at the   Borrower’s own expense, a promissory note, substantially in the form of   Exhibit K-1 or K-2, as the case may be, evidencing the Term Loans and   Revolving Credit Loans, respectively, owing to such Lender. (g) Subject to   Section 13.16, the Borrower authorizes each Lender or Participant to disclose   to any Participant, proposed Participant, secured creditor of such Lender,   assignee or proposed assignee (each, a “Transferee”) and any prospective   Transferee any and all information in such Lender’s possession concerning the   Borrower and its Affiliates that has been delivered to such Lender by or on   behalf of the Borrower and its Affiliates pursuant to this Agreement or which   has been delivered to such Lender by or on behalf of the Borrower and its   Affiliates in connection with such Lender’s credit evaluation of the Borrower   and its Affiliates prior to becoming a party to this Agreement. 


    




 










 (h) In connection with any assignment of   rights and obligations of any Defaulting Lender hereunder, no such assignment   shall be effective unless and until, in addition to the other conditions   thereto set forth herein, the parties to the assignment shall make such   additional payments to the Administrative Agent in an aggregate amount   sufficient, upon distribution thereof as appropriate (which may be outright   payment, purchases by the assignee of participations or sub-participations,   or other compensating actions, including funding, with the consent of the Borrower   and the Administrative Agent, the applicable pro rata share of Loans   previously requested but not funded by the Defaulting Lender, to each of   which the applicable assignee and assignor hereby irrevocably consent), to   (x) pay and satisfy in full all payment liabilities then owed by such   Defaulting Lender to the Administrative Agent and each other Lender hereunder   (and interest accrued thereon), and (y) acquire (and fund as appropriate) its   full pro rata share of all applicable Loans hereunder. Notwithstanding the   foregoing, in the event that any assignment of rights and obligations of any   Defaulting Lender hereunder shall become effective under applicable law   without compliance with the provisions of this paragraph, then the assignee   of such interest shall be deemed to be a Defaulting Lender for all purposes   of this Agreement until such compliance occurs. (i) In the event that any   Revolving Credit Lender shall become a Defaulting Lender or S&P, Moody’s   and Thompson’s BankWatch (or InsuranceWatch Ratings Service, in the case of   Lenders that are insurance companies (or Best’s Insurance Reports, if such   insurance company is not rated by Insurance Watch Ratings Service)) shall,   after the date that any Lender becomes a Revolving Credit Lender, downgrade   the long term certificate of deposit ratings of such Lender, and the   resulting ratings shall be below BBB-, Baa3 and C (or BB, in the case of a   Lender that is an insurance company (or B, in the case of an insurance   company not rated by InsuranceWatch Ratings Service)) (or, with respect to   any Revolving Credit Lender that is not rated by any such ratings service or   provider, any Letter of Credit Issuer shall have reasonably determined that   there has occurred a material adverse change in the financial condition of any   such Lender, or a material impairment of the ability of any such Lender to   perform its obligations hereunder, as compared to such condition or ability   as of the date that any such Lender became a Revolving Credit Lender) then   such Letter of Credit Issuer shall have the right, but not the obligation, at   its own expense, upon notice to such Lender and the Administrative Agent, to   replace such Lender with an assignee (in accordance with and subject to the   restrictions contained in paragraph (b) above), and such Lender hereby agrees   to transfer and assign without recourse (in accordance with and subject to   the restrictions contained in paragraph (b) above) all its interests, rights   and obligations in respect of its Revolving Credit Commitment to such assignee;   provided, however, that (i) no such assignment shall conflict with any law,   rule and regulation or order of any Governmental Authority and (ii) such   Letter of Credit Issuer or such assignee, as the case may be, shall pay to   such Lender in immediately available funds on the date of such assignment the   principal of, and interest accrued to the date of payment on, the Loans made   by such Lender hereunder and all other amounts accrued for such Lender’s   account or owed to it hereunder. 13.7 Replacements of Lenders under Certain   Circumstances . If any Lender requests compensation under Section 2.10(a)(ii)   or (iii), 2.11 or Section 3.5, or if the Borrower is required to pay any   Indemnified Taxes or additional amounts to any Lender or any Governmental   Authority for the account of any Lender pursuant to Section 5.4 and, in each   case, such Lender has declined or is unable to designate a different lending   office in accordance with Section 2.13, or if any Lender is a Defaulting   Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense   and effort, upon notice to such Lender and the Administrative Agent, require   such Lender to assign and delegate, without recourse (in accordance with and   subject to the restrictions contained in, and consents required by, Section   13.6), all of its interests, rights (other than its existing rights to   payments pursuant to Section 


    




 










 2.11, Section 3.5 or Section 5.4) and   obligations under this Agreement and the related Credit Documents to an   eligible assignee pursuant to Section 13.6(b) that shall assume such   obligations (which assignee may be another Lender, if a Lender accepts such   assignment); provided that: (i) the Borrower shall have paid to the   Administrative Agent the assignment fee (if any) specified in Section 13.6;   (ii) such Lender shall have received payment of an amount equal to the   outstanding principal of its Loans and funded participations in Unpaid   Drawings, accrued interest thereon, accrued fees and all other amounts   payable to it hereunder and under the other Credit Documents (including any   amounts under Section 2.12 or Section 3.5) from the assignee (to the extent   of such outstanding principal and accrued interest and fees) or the Borrower   (in the case of all other amounts); (iii) in the case of any such assignment   resulting from a claim for compensation under Section 2.11 or payments   required to be made pursuant to Section 5.4, such assignment will result in a   reduction in such compensation or payments thereafter; (iv) such assignment does   not conflict with applicable law; and (v) in the case of any assignment   resulting from a Lender becoming a Non-Consenting Lender, the applicable   assignee shall have consented to the applicable amendment, waiver or consent.   A Lender shall not be required to make any such assignment or delegation if,   prior thereto, as a result of a waiver by such Lender or otherwise, the   circumstances entitling the Borrower to require such assignment and   delegation cease to apply. Notwithstanding anything to the contrary contained   herein, with respect to a Non-Consenting Lender that has not consented to a   matter which requires the consent of all Lenders of a particular Class, such   assignment (and related payments) may be made, at the election of the   Borrower, solely with respect to Loans and Commitments of such Class. In the   event any such Lender fails to execute an Assignment and Acceptance in   connection with such assignment, such Assignment and Acceptance may be   executed by the Borrower or the Administrative Agent (on behalf of the   assigning Lender) and the Borrower and the Administrative Agent are granted a   power of attorney to execute such an Assignment and Acceptance in the   circumstances provided for in this Section 13.7. 13.8 Adjustments; Set-off .   (a) If any Lender (a “benefited Lender”) shall at any time receive any   payment of all or part of its Loans, or interest thereon, or receive any   collateral in respect thereof (whether voluntarily or involuntarily, by   set-off, pursuant to events or proceedings of the nature referred to in   Section 11.5, or otherwise), in a greater proportion than any such payment to   or collateral received by any other Lender, if any, in respect of such other   Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify   the Administrative Agent of such fact and (ii) purchase for cash at face   value from the other Lenders a participating interest in such portion of each   such other Lender’s Loans, or shall provide such other Lenders with the   benefits of any such collateral, or the proceeds thereof, as shall be   necessary to cause such benefited Lender to share the excess payment or   benefits of such collateral or proceeds ratably with each of the Lenders;   provided, however, that (x) if all or any portion of such excess payment or   benefits is thereafter recovered from such benefited Lender, such purchase   shall be rescinded, and the purchase price and benefits returned, to the   extent of such recovery, but without interest, and (y) the provisions of this   paragraph shall not be construed to apply to (A) any payment made or   collateral provided by the Borrower or any other Person pursuant to and in   accordance with the express terms of this Agreement (including, for the   avoidance of doubt, any such provisions 


    




 










 added pursuant to any permitted amendment to   this Agreement and including the application of funds arising from the   existence of a Defaulting Lender or assignments made pursuant to Section   13.6(e) or Section 13.7), or (B) any payment obtained by a Lender as   consideration for the assignment of or sale of a participation in any of its   Loans or participations in Unpaid Drawings to any assignee or participant,   other than to any Parent Guarantor, the Borrower or any Subsidiary thereof   (as to which the provisions of this paragraph shall apply except if such   assignment or participation is made pursuant to Section 13.6). (b) After the   occurrence and during the continuance of an Event of Default, in addition to   any rights and remedies of the Lenders or provided by law each Lender shall   have the right, without prior notice to the Borrower, any such notice being   expressly waived by the Borrower to the extent permitted by applicable law,   upon any amount becoming due and payable by the Borrower hereunder or under   any other Credit Document (whether at the stated maturity, by acceleration or   otherwise) to set-off and appropriate and apply against such amount any and   all deposits (general or special, time or demand, provisional or final), in   any currency, in each case whether direct or indirect, absolute or   contingent, matured or unmatured, at any time held or owing by such Lender or   any branch or agency thereof to or for the credit or the account of the   Borrower; provided that, in the event that any Defaulting Lender shall   exercise any such right of setoff pursuant to this Section 13.8(b), (x) all   amounts so set off shall be paid over immediately to the Administrative Agent   for further application in accordance with the provisions of Section 2.15   and, pending such payment, shall be segregated by such Defaulting Lender from   its other funds and deemed held in trust for the benefit of the   Administrative Agent, the Letter of Credit Issuers, and the Lenders, and (y)   such Defaulting Lender shall provide promptly to the Administrative Agent a   statement describing in reasonable detail the Obligations owing to such   Defaulting Lender as to which it exercised such right of setoff. Each Lender   agrees promptly to notify the Borrower and the Administrative Agent after any   such set-off and application made by such Lender; provided that the failure   to give such notice shall not affect the validity of such set-off and   application. 13.9 Counterparts . (a) This Agreement may be executed by one or   more of the parties to this Agreement on any number of separate counterparts   (including by facsimile or other electronic image scan transmission), and all   of said counterparts taken together shall be deemed to constitute one and the   same instrument. A set of the copies of this Agreement signed by all the   parties shall be lodged with the Borrower and the Administrative Agent.   Delivery of an executed counterpart of a signature page of this Agreement by   facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective   as delivery of a manually executed counterpart of this Agreement. (b) The   words “execution”, “signed”, “signature” and words of like import in any   Assignment and Acceptance shall be deemed to include electronic signatures or   the keeping of records in electronic form, each of which shall be of the same   legal effect, validity or enforceability as a manually executed signature or   the use of a paper-based recordkeeping system, as the case may be, to the   extent and as provided for in any applicable law, including the Federal   Electronic Signatures in Global and National Commerce Act, the New York State   Electronic Signatures and Records Act, or any other similar state laws based   on the Uniform Electronic Transactions Act. 13.10 Severability . Any   provision of this Agreement that is prohibited or unenforceable in any   jurisdiction shall, as to such jurisdiction, be ineffective to the extent of   such prohibition or unenforceability without invalidating the remaining   provisions hereof, and any such prohibition or unenforceability in any   jurisdiction shall not invalidate or render unenforceable such provision in   any other jurisdiction. 


    




 










 13.11 Integration . This Agreement, the   other Credit Documents and the Fee Letter represent the agreement of the   Borrower, the Administrative Agent and the Lenders with respect to the   subject matter hereof, and there are no promises, undertakings,   representations or warranties by the Administrative Agent or any Lender   relative to subject matter hereof not expressly set forth or referred to   herein or in the other Credit Documents or the Fee Letter. 13.12 GOVERNING   LAW . THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS (OTHER THAN LETTERS OF   CREDIT AND AS EXPRESSLY SET FORTH IN OTHER CREDIT DOCUMENTS) AND THE RIGHTS   AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY CLAIM,   CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT (INCLUDING,   WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING   OUT OF THE SUBJECT MATTER HEREOF) SHALL BE CONSTRUED IN ACCORDANCE WITH AND   GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE   GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES   DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE   DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS MOST   RECENTLY PUBLISHED AND IN EFFECT, ON THE DATE SUCH LETTER OF CREDIT WAS   ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE “UNIFORM CUSTOMS”) AND,   AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF   NEW YORK. 13.13 Submission to Jurisdiction; Waivers . Each Parent Guarantor   and the Borrower each hereby irrevocably and unconditionally: (a) submits for   itself and its property in any legal action or proceeding relating to this   Agreement and the other Credit Documents to which it is a party, or for   recognition and enforcement of any judgment in respect thereof, to the   exclusive jurisdiction of the courts of the State of New York located in the   Borough of Manhattan, New York, New York, the courts of the United States   of America for the Southern District of New York and appellate courts   from any thereof; (b) consents and agrees that any such action or proceeding   arising out of or relating to this Agreement or any other Credit Document may   be brought in any court referred to in paragraph (a) of this Section 13.13   and waives any objection that it may now or hereafter have to the laying of   venue of any such action or proceeding in any such court or that such action   or proceeding was brought in an inconvenient court and agrees not to plead or   claim the same; (c) agrees that service of process in any such action or   proceeding may be effected by mailing a copy thereof by registered or   certified mail (or any substantially similar form of mail), postage prepaid,   to the Borrower at its address set forth in Section 13.2 or at such other   address of which the Administrative Agent shall have been notified pursuant   thereto; (d) agrees that nothing herein shall affect the right to effect   service of process in any other manner permitted by law; and (e) waives, to   the maximum extent not prohibited by law, any right it may have to claim or   recover in any legal action or proceeding referred to in this   Section 13.13 any special, indirect, exemplary, punitive or   consequential damages. 


    




 










 Each of the parties hereto agrees that a   final judgment in any such action or proceeding arising out of or relating to   this Agreement or any other Credit Document and brought in any court referred   to in paragraph (a) of this Section 13.13 shall be conclusive and may be   enforced in other jurisdictions by suit on the judgment or in any other   manner provided by law. Nothing in this Agreement shall affect any right that   the Administrative Agent, any Letter of Credit Issuer or any Lender may   otherwise have to bring any action or proceeding relating to enforcement of   the Security Documents and the exercise of rights and remedies with respect   to the Collateral against the Borrower or any other Credit Party or their   respective properties in the courts of any jurisdiction. 13.14   Acknowledgments . Each Agent, each Letter of Credit Issuer, each Lender and   their respective Affiliates (collectively, solely for purposes of this   Section 13.14, the “Lenders”) may have economic interests that conflict with   those of the Parent Guarantors, the Borrower and their Subsidiaries, their   respective stockholders and/or their respective affiliates (collectively,   solely for purposes of this Section 13.14, the “Credit Parties”). Each Credit   Party hereby acknowledges and agrees that: (a) nothing in the Credit   Documents or otherwise will be deemed to create an advisory, fiduciary or   agency relationship or fiduciary or other implied duty between any Lender, on   the one hand, and such Credit Party, its stockholders or its affiliates, on   the other; (b) (i) the transactions contemplated by the Credit Documents   (including the exercise of rights and remedies hereunder and thereunder) are   arm’s-length commercial transactions between the Lenders, on the one hand,   and the Credit Parties, on the other, and (ii) in connection therewith and   with the process leading thereto, (x) no Lender has assumed an advisory or   fiduciary responsibility in favor of any Credit Party, its stockholders or   its affiliates with respect to the transactions contemplated hereby (or the   exercise of rights or remedies with respect thereto) or the process leading   thereto (irrespective of whether any Lender has advised, is currently   advising or will advise any Credit Party, its stockholders or its Affiliates   on other matters) or any other obligation to any Credit Party except the   obligations expressly set forth in the Credit Documents and (y) each Lender   is acting solely as principal and not as the agent or fiduciary of any Credit   Party, its management, stockholders, creditors or any other Person; and (c)   no joint venture is created hereby or by the other Credit Documents or   otherwise exists by virtue of the transactions contemplated hereby among the   Lenders or among the Parent Guarantors, the Borrower and the Lenders. Each   Credit Party acknowledges and agrees that it has consulted its own legal and   financial advisors to the extent it deemed appropriate and that it is   responsible for making its own independent judgment with respect to such   transactions and the process leading thereto. Each Credit Party agrees that   it will not claim that any Lender has rendered advisory services of any   nature or respect, or owes a fiduciary or similar duty to such Credit Party,   in connection with such transaction or the process leading thereto. 13.15   WAIVERS OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY AND   UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,   ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING   DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY   OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN OR THE TRANSACTIONS   CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER   THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR   ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT   SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE   FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO   HAVE BEEN INDUCED 


    




 










 TO ENTER INTO THIS AGREEMENT AND THE OTHER   CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND   CERTIFICATIONS IN THIS SECTION. 13.16 Confidentiality . Each of the   Administrative Agent, the Lenders and the Letter of Credit Issuers agree to   maintain the confidentiality of the Confidential Information (as defined   below), except that Confidential Information may be disclosed (a) to its   Affiliates and to its Related Parties (it being understood that the Persons   to whom such disclosure is made will be informed of the confidential nature   of such Confidential Information and instructed to keep such information   confidential); (b) to the extent required or requested by any regulatory   authority purporting to have jurisdiction over such Person or its Related   Parties (including any self-regulatory authority, such as the National   Association of Insurance Commissioners); (c) to the extent required by   applicable laws or regulations or by any subpoena or similar legal process; (d)   to any other party hereto; (e) in connection with the exercise of any   remedies hereunder or under any other Credit Document or any action or   proceeding relating to this Agreement or any other Credit Document or the   enforcement of rights hereunder or thereunder; (f) subject to an agreement   containing provisions substantially the same as those of this Section 13.16   or an agreement containing confidentiality provisions customary in connection   with the syndication or assignment of loans, to (i) any assignee of or   Participant in, or any prospective assignee of or Participant in, any of its   rights and obligations under this Agreement, or (ii) any actual or   prospective party (or its Related Parties) to any swap, derivative or other   transaction under which payments are to be made by reference to the Borrower   and its obligations, this Agreement or payments hereunder; (g) on a   confidential basis to (i) any rating agency in connection with rating the   Borrower or its Subsidiaries or the Facilities or (ii) the CUSIP Service   Bureau or any similar agency in connection with the issuance and monitoring   of CUSIP numbers with respect to the Facilities; (h) with the consent of the   Borrower; or (i) to the extent such Information (x) becomes publicly   available other than as a result of a breach of this Section 13.16, or (y)   becomes available to the Administrative Agent, any Lender, any Letter of   Credit Issuer or any of their respective Affiliates on a non-confidential   basis from a source other than the Borrower. For purposes of this Section   13.16, “Confidential Information” means all information received from the   Borrower or any of its Subsidiaries relating to the Borrower or any of its   Subsidiaries or any of their respective businesses, other than any such   information that is available to the Administrative Agent, any Lender or any   Letter of Credit Issuer on a non-confidential basis prior to disclosure by   the Borrower or any of its Subsidiaries; provided that, in the case of   information received from the Borrower or any of its Subsidiaries after the   date hereof, such information is clearly identified at the time of delivery   as confidential. Any Person required to maintain the confidentiality of   Confidential Information as provided in this Section shall be considered to   have complied with its obligation to do so if such Person has exercised the   same degree of care to maintain the confidentiality of such Confidential   Information as such Person would accord to its own confidential information.   13.17 USA Patriot Act . Each Lender and the Administrative Agent (for itself   and not on behalf of any Lender) hereby notifies each Parent Guarantor and   the Borrower that pursuant to the requirements of the USA Patriot Act (Title   III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot   Act”), it is required to obtain, verify and record information that   identifies each Guarantor and the Borrower, which information includes the   name and address of each Guarantor and the Borrower and other information   that will allow such Lender or the Administrative Agent, as applicable to   identify each Guarantor and the Borrower in accordance with the   Patriot Act. 13.18 Consent to Effectiveness . Each Term Lender, each   First Amendment Revolving Credit Lender and the Administrative Agent consents   to and agrees to the terms of the First Amendment. Each Lender holding a Term   B Loan and the Administrative Agent consents to and agrees to the terms of   the Third Amendment and this Agreement, as amended by the First Amendment,   the Second Amendment 


    




 










 and the Third Amendment. Each Lender holding   a New Term B Loan (on the Fifth Amendment Effective Date) and the   Administrative Agent consent to and agree to the terms of the Fifth Amendment   and this Agreement, as amended by the First Amendment, the Second Amendment,   the Third Amendment, the Fourth Amendment and the Fifth Amendment. Each   Lender holding a Term B Loan on the Sixth Amendment Effective Date and the   Administrative Agent consent to and agree to the terms of the Sixth Amendment   and this Agreement, as amended by the First Amendment, the Second Amendment,   the Third Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth   Amendment. Each Seventh Amendment Revolving Credit   Lender, each Person that is a Letter of Credit Issuer on the Seventh   Amendment Effective Date, the Administrative Agent and the Revolver Agent   consents to and agrees to the terms of the Seventh Amendment. 13.19   Acknowledgement and Consent to Bail-In of EEA Financial Institutions 13.20 .   Notwithstanding anything to the contrary in any Credit Document or in any   other agreement, arrangement or understanding among any such parties, each   party hereto acknowledges that any liability of any EEA Financial Institution   arising under any Credit Document, to the extent such liability is unsecured,   may be subject to the write-down and conversion powers of an EEA Resolution   Authority and agrees and consents to, and acknowledges and agrees to be bound   by: (a) the application of any Write-Down and Conversion Powers by an EEA   Resolution Authority to any such liabilities arising hereunder which may be   payable to it by any party hereto that is an EEA Financial Institution; and   (b) the effects of any Bail-in Action on any such liability, including, if   applicable: (i) a reduction in full or in part or cancellation of any such   liability; (ii) a conversion of all, or a portion of, such liability into   shares or other instruments of ownership in such EEA Financial Institution,   its parent undertaking, or a bridge institution that may be issued to it or   otherwise conferred on it, and that such shares or other instruments of   ownership will be accepted by it in lieu of any rights with respect to any   such liability under this Agreement or any other Credit Document; or (iii)   the variation of the terms of such liability in connection with the exercise   of the write-down and conversion powers of any EEA Resolution Authority.   [remainder of page intentionally left blank] 


    




 










IN WITNESS   WHEREOF, each of the parties hereto has caused a counterpart of this   Agreement to be duly executed and delivered as of the date first above   written. WIDEOPENWEST FINANCE, LLC By: Name: Title: Racecar Acquisition, LLC   By: Name: Title: WideOpenWest KITE Inc. By: Name: Title: 


    




 










 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,   individually as a Lender and as Administrative Agent and Letter of Credit   Issuer By: Name: Title: By: Name: Title: