townsquarecreditagreemen







Execution Version      CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22    1    2   $325,000,000 3   CREDIT AGREEMENT 4   Dated as of April 1, 2015 5   among 6   TOWNSQUARE MEDIA, INC., AS BORROWER, 7   THE LENDERS AND L/C ISSUERS PARTY HERETO 8   and 9   ROYAL BANK OF CANADA, 10   AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT 11   ♦ ♦ ♦ 12   RBC CAPITAL MARKETS,1 13   MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 14   SUNTRUST ROBINSON HUMPHREY, INC., 15   MACQUARIE CAPITAL (USA) INC. 16   AND 17   JEFFERIES FINANCE LLC 18   AS JOINT LEAD ARRANGERS AND BOOKRUNNERS 19    20    21                                                          1  RBC Capital Markets is a brand name for the capital markets business of Royal Bank of Canada and   its affiliates.     





 







   -i-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   TABLE OF CONTENTS 22   Page 23   ARTICLE 1 24    25   DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS 26   Section 1.1 Defined Terms ................................................................................................................... 1 27   Section 1.2 UCC Terms ..................................................................................................................... 53 28   Section 1.3 Accounting Terms and Principles ................................................................................... 53 29   Section 1.4 Payments ......................................................................................................................... 53 30   Section 1.5 Interpretation ................................................................................................................... 54 31   Section 1.6 Limited Condition Acquisitions ...................................................................................... 54 32   ARTICLE 2 33    34   THE FACILITIES 35   Section 2.1 The Commitments ........................................................................................................... 55 36   Section 2.2 Borrowing Procedures ..................................................................................................... 55 37   Section 2.3 Swingline Loans .............................................................................................................. 58 38   Section 2.4 Letters of Credit .............................................................................................................. 59 39   Section 2.5 Reduction and Termination of the Commitments ........................................................... 63 40   Section 2.6 Repayment of Loans ....................................................................................................... 63 41   Section 2.7 Optional Prepayments ..................................................................................................... 64 42   Section 2.8 Mandatory Prepayments .................................................................................................. 65 43   Section 2.9 Interest ............................................................................................................................. 67 44   Section 2.10 Conversion and Continuation Options ............................................................................ 67 45   Section 2.11 Fees ................................................................................................................................. 68 46   Section 2.12 Application of Payments ................................................................................................. 69 47   Section 2.13 Payments and Computations ........................................................................................... 70 48   Section 2.14 Evidence of Debt ............................................................................................................. 72 49   Section 2.15 Suspension of Eurodollar Rate Option ............................................................................ 73 50   Section 2.16 Breakage Costs; Increased Costs; Capital Requirements ................................................ 74 51   Section 2.17 Net Payments .................................................................................................................. 75 52   Section 2.18 Substitution of Lenders ................................................................................................... 79 53   Section 2.19 Incremental Credit Extensions ........................................................................................ 80 54   Section 2.20 Refinancing Amendments ............................................................................................... 85 55   Section 2.21 Extension of Term Loans; Extension of Revolving Loans ............................................. 86 56   ARTICLE 3 57    58   CONDITIONS TO LOANS AND LETTERS OF CREDIT 59   Section 3.1 Conditions Precedent to Effectiveness of the Credit Agreement on the 60   Closing Date ................................................................................................................ 89 61   Section 3.2 Conditions Precedent to Each Loan and Letter of Credit and to Effectiveness 62   of the Credit Agreement............................................................................................... 91 63   Section 3.3 Determinations of Initial Borrowing Conditions ............................................................. 92 64   Section 3.4 Post-Closing Covenant .................................................................................................... 92 65     





 







Page   -ii-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   ARTICLE 4 66    67   REPRESENTATIONS AND WARRANTIES 68   Section 4.1 Corporate Existence; Compliance with Law ................................................................... 92 69   Section 4.2 Loan Documents and Related Documents ...................................................................... 92 70   Section 4.3 Ownership of Group Members ........................................................................................ 93 71   Section 4.4 Financial Statements ....................................................................................................... 93 72   Section 4.5 Material Adverse Effect .................................................................................................. 94 73   Section 4.6 Solvency .......................................................................................................................... 94 74   Section 4.7 Litigation ......................................................................................................................... 94 75   Section 4.8 Taxes ............................................................................................................................... 94 76   Section 4.9 Margin Regulations ......................................................................................................... 94 77   Section 4.10 No Burdensome Obligations; No Defaults ...................................................................... 94 78   Section 4.11 Investment Company Act ................................................................................................ 94 79   Section 4.12 Labor Matters .................................................................................................................. 95 80   Section 4.13 ERISA ............................................................................................................................. 95 81   Section 4.14 Environmental Matters .................................................................................................... 95 82   Section 4.15 Intellectual Property ........................................................................................................ 95 83   Section 4.16 Title; Real Property ......................................................................................................... 96 84   Section 4.17 Full Disclosure ................................................................................................................ 96 85   Section 4.18 Patriot Act and Other Specified Laws ............................................................................. 97 86   Section 4.19 [Intentionally Omitted] .................................................................................................... 97 87   Section 4.20 [Intentionally Omitted] .................................................................................................... 97 88   Section 4.21 Radio Station Licenses and FCC Licenses ...................................................................... 97 89   Section 4.22 FCC Matters .................................................................................................................... 97 90   ARTICLE 5 91    92   FINANCIAL COVENANT 93   Section 5.1 First Lien Leverage Ratio ................................................................................................ 98 94   ARTICLE 6 95    96   REPORTING COVENANTS 97   Section 6.1 Financial Statements ....................................................................................................... 99 98   Section 6.2 Other Events .................................................................................................................. 101 99   Section 6.3 Copies of Notices and Reports ...................................................................................... 102 100   Section 6.4 [Reserved] ..................................................................................................................... 102 101   Section 6.5 Labor Matters ................................................................................................................ 102 102   Section 6.6 ERISA Matters .............................................................................................................. 102 103   Section 6.7 Environmental Matters .................................................................................................. 103 104   Section 6.8 Other Information .......................................................................................................... 103 105   ARTICLE 7 106    107   AFFIRMATIVE COVENANTS 108   Section 7.1 Maintenance of Corporate Existence ............................................................................ 103 109     





 







Page   -iii-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Section 7.2 Compliance with Laws, Etc. ......................................................................................... 104 110   Section 7.3 Payment of Obligations ................................................................................................. 104 111   Section 7.4 Maintenance of Property ............................................................................................... 104 112   Section 7.5 Maintenance of Insurance ............................................................................................. 104 113   Section 7.6 Keeping of Books .......................................................................................................... 105 114   Section 7.7 Access to Books and Property ....................................................................................... 105 115   Section 7.8 Environmental ............................................................................................................... 105 116   Section 7.9 Use of Proceeds ............................................................................................................. 106 117   Section 7.10 Designation of Subsidiaries ........................................................................................... 106 118   Section 7.11 Additional Collateral and Guaranties ............................................................................ 107 119   Section 7.12 Radio Station Licenses and FCC Licenses .................................................................... 108 120   Section 7.13 Credit Rating ................................................................................................................. 109 121   Section 7.14 License Subsidiaries ...................................................................................................... 109 122   ARTICLE 8 123    124   NEGATIVE COVENANTS 125   Section 8.1 Indebtedness .................................................................................................................. 109 126   Section 8.2 Liens .............................................................................................................................. 113 127   Section 8.3 Investments ................................................................................................................... 117 128   Section 8.4 Asset Sales .................................................................................................................... 120 129   Section 8.5 Restricted Payments ...................................................................................................... 123 130   Section 8.6 Prepayment of Indebtedness.......................................................................................... 126 131   Section 8.7 Fundamental Changes ................................................................................................... 127 132   Section 8.8 Change in Nature of Business ....................................................................................... 127 133   Section 8.9 Transactions with Affiliates .......................................................................................... 127 134   Section 8.10 Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted 135   Payments .................................................................................................................... 129 136   Section 8.11 Modification of Certain Documents .............................................................................. 130 137   Section 8.12 Accounting Changes; Fiscal Year ................................................................................. 131 138   Section 8.13 Margin Regulations ....................................................................................................... 131 139   Section 8.14 Compliance with ERISA ............................................................................................... 131 140   Section 8.15 Hazardous Materials ...................................................................................................... 131 141   Section 8.16 Local Marketing Agreements ........................................................................................ 131 142   Section 8.17 Operation of License Subsidiaries ................................................................................. 131 143   Section 8.18 Compliance with Communications Laws ..................................................................... 131 144   ARTICLE 9 145    146   EVENTS OF DEFAULT 147   Section 9.1 Definition ...................................................................................................................... 132 148   Section 9.2 Remedies ....................................................................................................................... 133 149   Section 9.3 Actions in Respect of Letters of Credit ......................................................................... 134 150   Section 9.4 Governmental Approvals .............................................................................................. 134 151   Section 9.5 Borrower’s Right to Cure .............................................................................................. 135 152   Section 9.6 Exclusion of Immaterial Subsidiaries ........................................................................... 135 153     





 







Page   -iv-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   ARTICLE 10 154    155   THE ADMINISTRATIVE AGENT 156   Section 10.1 Appointment and Duties................................................................................................ 136 157   Section 10.2 Binding Effect ............................................................................................................... 137 158   Section 10.3 Use of Discretion ........................................................................................................... 137 159   Section 10.4 Delegation of Rights and Duties ................................................................................... 137 160   Section 10.5 Reliance and Liability ................................................................................................... 137 161   Section 10.6 Administrative Agent Individually ................................................................................ 138 162   Section 10.7 Lender Credit Decision ................................................................................................. 139 163   Section 10.8 Expenses; Indemnities ................................................................................................... 139 164   Section 10.9 Resignation of Administrative Agent or L/C Issuer ...................................................... 140 165   Section 10.10 Release of Collateral or Guarantors .............................................................................. 141 166   Section 10.11 Additional Secured Parties ............................................................................................ 142 167   ARTICLE 11 168    169   MISCELLANEOUS 170   Section 11.1 Amendments, Waivers, Etc. .......................................................................................... 142 171   Section 11.2 Assignments and Participations; Binding Effect ........................................................... 144 172   Section 11.3 Costs and Expenses ....................................................................................................... 149 173   Section 11.4 Indemnities .................................................................................................................... 149 174   Section 11.5 Survival ......................................................................................................................... 150 175   Section 11.6 Limitation of Liability for Certain Damages ................................................................. 150 176   Section 11.7 Lender-Creditor Relationship ........................................................................................ 150 177   Section 11.8 Right of Setoff ............................................................................................................... 150 178   Section 11.9 Sharing of Payments, Etc. ............................................................................................. 151 179   Section 11.10 Marshaling; Payments Set Aside ................................................................................... 152 180   Section 11.11 Notices........................................................................................................................... 152 181   Section 11.12 Electronic Transmissions .............................................................................................. 152 182   Section 11.13 Governing Law .............................................................................................................. 153 183   Section 11.14 Jurisdiction .................................................................................................................... 154 184   Section 11.15 Waiver of Jury Trial ...................................................................................................... 154 185   Section 11.16 Severability ................................................................................................................... 154 186   Section 11.17 Execution in Counterparts ............................................................................................. 154 187   Section 11.18 Entire Agreement .......................................................................................................... 155 188   Section 11.19 Use of Name .................................................................................................................. 155 189   Section 11.20 Non-Public Information; Confidentiality ...................................................................... 155 190   Section 11.21 Actions in Concert ......................................................................................................... 156 191   Section 11.22 Patriot Act Notice .......................................................................................................... 156 192   Section 11.23 Arrangers, Etc. .............................................................................................................. 156 193    194   SCHEDULES 195   I — Commitments 196   II — Notices 197   3.4 — Post-Closing Covenants 198   4.2 — Required Consents 199     





 







   -v-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   4.3 — Ownership of Group Members 200   4.7 — Litigation 201   4.12 — Labor Matters 202   4.13 — ERISA 203   4.14 — Environmental Matters 204   4.16(a) — Mortgaged Property 205   4.16(b) — Real Property 206   4.21 — Radio Station Licenses & FCC Licenses 207   4.22 — FCC Matters 208   7.14 — License Subsidiary Exceptions 209   8.1 — Existing Indebtedness 210   8.2 — Existing Liens 211   8.3 — Existing Investments 212   8.9 — Existing Affiliate Transactions 213    214   EXHIBITS 215   Form of 216   A — Assignment 217   B-1 — Term Note 218   B-2 — Revolving Note 219   C — Notice of Borrowing 220   D — Swingline Request 221   E — L/C Request 222   F — Notice of Conversion or Continuation 223   G — Compliance Certificate 224   H — Guaranty and Security Agreement 225   I-1 — Non-Bank Tax Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. 226   Federal Income Tax Purposes) 227   I-2 — Non-Bank Tax Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. 228   Federal Income Tax Purposes) 229   I-3 — Non-Bank Tax Certificate (For Non-U.S. Participants That Are Not Partnerships For 230   U.S. Federal Income Tax Purposes) 231   I-4 — Non-Bank Tax Certificate (For Non-U.S. Participants That Are Partnerships For U.S. 232   Federal Income Tax Purposes) 233   J — Perfection Certificate 234   K — Notice of Repayment/Prepayment/Cancellation 235    236     





 







      CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   This Credit Agreement, dated as of April 1, 2015, is entered into among TOWNSQUARE ME-237   DIA, INC., a Delaware corporation (the “Borrower” or “Company”), the Lenders (as defined below), the 238   L/C Issuers (as defined below) and ROYAL BANK OF CANADA (“Royal Bank”), as administrative 239   agent and collateral agent for the Lenders and the L/C Issuers (in such capacity, and together with its suc-240   cessors and permitted assigns, the “Administrative Agent”). 241   The parties hereto agree as follows: 242   ARTICLE 1 243    244   DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS 245   Section 1.1 Defined Terms.  As used in this Agreement, the following terms have the follow-246   ing meanings: 247   “Acquired Indebtedness” means Indebtedness (1) of a Person or any of its Subsidiaries existing at 248   the time such Person becomes a Restricted Subsidiary, (2) assumed in connection with the acquisition of 249   assets from such Person, in each case whether or not Incurred by such Person in connection with such 250   Person becoming a Restricted Subsidiary of the Borrower or such acquisition or (3) of a Person at the 251   time such Person merges or amalgamates with or into or consolidates or otherwise combines with the 252   Borrower or any Restricted Subsidiary.  Acquired Indebtedness shall be deemed to have been Incurred, 253   with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsid-254   iary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acqui-255   sition of assets and, with respect to clause (3) of the preceding sentence, on the date of the relevant mer-256   ger, amalgamation, consolidation or other combination. 257   “Additional Lender” has the meaning set forth in Section 2.19. 258   “Additional Refinancing Lender” means, at any time, any bank, financial institution or other insti-259   tutional lender or investor (other than any such bank, financial institution or other institutional lender or 260   investor that is a Lender at such time) that agrees to provide any portion of Credit Agreement Refinancing 261   Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.20, provided (x) that 262   each Additional Refinancing Lender shall be subject to the approval of (i) the Administrative Agent, such 263   approval not to be unreasonably withheld, conditioned or delayed, to the extent that each such Additional 264   Refinancing Lender is not then an existing Lender, an Affiliate of a then existing Lender or an Approved 265   Fund, (ii) the Borrower and (iii) to the extent required by Section 11.2, the L/C Issuers and the Swingline 266   Lender and (y) any such Additional Refinancing Lender that is an Affiliate Lender shall be subject to the 267   provisions of Section 11.2(c), mutatis mutandis, to the same extent as if such Credit Agreement Refinanc-268   ing Indebtedness and related Obligations had been obtained by such Lender by way of assignment. 269   “Administrative Agent” has the meaning ascribed to it in the preamble of this Agreement. 270   “Affected Lender” has the meaning specified in Section 2.18(a). 271   “Affiliate” means, with respect to any specified Person, any other Person, directly or indirectly, 272   controlling or controlled by or under direct or indirect common control with such specified Person.  For 273   the purposes of this definition, “control” when used with respect to any Person means the power to direct 274   the management and policies of such Person, directly or indirectly, whether through the ownership of vot-275   ing securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings cor-276   relative to the foregoing. 277     





 







   -2-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Affiliate Lenders” has the meaning specified in Section 11.2(b). 278   “Affiliate Transaction” has the meaning specified in Section 8.9. 279   “Agent-Related Persons” means the Administrative Agent, together with its respective Affiliates, 280   officers, directors, employees, partners, agents, advisors and other representatives. 281   “Aggregate Excess Funding Amount” has the meaning specified in Section 2.2(c)(iv). 282   “Agreement” means this Credit Agreement. 283   “All-In Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest 284   rate, margin, original issue discount, upfront fees, an interest rate floor greater than that applicable to the 285   Initial Term Loans, in each case incurred or payable by the Borrower generally to the Lenders; provided 286   that in determining the yield thereof:  (w) original issue discount or upfront fees paid by the Borrower in 287   connection with the Initial Term Loans or such Incremental Term Facility or Incremental Term Loans 288   (based on a four-year average life to maturity or lesser remaining life to maturity), shall be included, (x) 289   any amendments to the Applicable Margin that became effective subsequent to the Closing Date but prior 290   to the time of the addition of such Incremental Term Facility or Incremental Term Loans shall be includ-291   ed, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or 292   payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the 293   Initial Term Loans or to one or more arrangers (or their Affiliates) in their capacities as such applicable to 294   such Incremental Term Facility or Incremental Term Loans shall be excluded and (z) if such Incremental 295   Term Facility or Incremental Term Loans include any interest rate floor greater than that applicable to the 296   Initial Term Loans, and such floor is applicable to the Term Loans on the date of determination, such ex-297   cess amount shall be equated to interest margin for determining the increase. 298   “Anti-Terrorism Laws” has the meaning specified in Section 4.18. 299   “Anti-Terrorism Order” has the meaning specified in Section 4.18. 300   “Anticipated Cure Deadline” has the meaning assigned to such term in Section 9.5. 301   “Applicable Margin” means, with respect to (x) the Initial Term Loans, a percentage equal to 302   2.25% per annum, in the case of Base Rate Loans, and 3.25% per annum, in the case of Eurodollar Rate 303   Loans (y) Revolving Loans and Swingline Loans, a percentage equal to 1.50% per annum, in the case of 304   Base Rate Loans, and 2.50% per annum, in the case of Eurodollar Rate Loans and (z) the Unused Com-305   mitment Fee, a percentage equal to 0.50% per annum. 306   Notwithstanding the foregoing, (v) the Applicable Margin in respect of any Class of Extended 307   Revolving Credit Commitments or any Extended Term Loans or Revolving Loans or Swingline Loans 308   made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per 309   annum set forth in the relevant Extension Amendment, (w) the Applicable Margin in respect of any Class 310   of Incremental Revolving Increase, any Class of Incremental Term Loans or any Class of Incremental 311   Revolving Loans shall be the applicable percentages per annum set forth in the relevant Incremental 312   Amendment, (x) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the 313   applicable percentages per annum set forth in the relevant agreement, (y) the Applicable Margin in re-314   spect of any Class of Refinancing Revolving Credit Commitments, any Class of Refinancing Revolving 315   Loans or any Class of Refinancing Term Loans shall be the applicable percentages per annum set forth in 316   the relevant agreement and (z) in the case of the Term Loans and any Class of Incremental Term Loans, 317     





 







   -3-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of 318   Section 2.19(e). 319   “Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of 320   such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) the Revolving Credit 321   Lenders and (c) with respect to the Swingline Facility, (i) the relevant Swingline Lender and (ii) if any 322   Swingline Loans are outstanding pursuant to Section 2.3(a), the Revolving Credit Lenders. 323   “Approved Fund” means, with respect to any Lender, any Person (other than a natural Person) 324   that (a) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans 325   and similar extensions of credit in the ordinary course of its business and (b) is advised or managed by (i) 326   such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than an individual) or any Affili-327   ate of any Person (other than an individual) that administers or manages such Lender. 328   “Arrangers” means RBC Capital Markets, Merrill Lynch, Pierce & Fenner Incorporated, Sun-329   Trust Robinson Humphrey, Inc., Macquarie Capital (USA) Inc. and Jefferies Finance LLC, in their capac-330   ities as joint lead arrangers and bookrunners under this Agreement. 331   “Assignment” means an assignment agreement entered into by a Lender, as assignor, and any 332   Person, as assignee, pursuant to the terms and provisions of Section 11.2 (with the consent of any party 333   whose consent is required by Section 11.2), accepted by the Administrative Agent, in substantially the 334   form of Exhibit A, or any other form approved by the Administrative Agent. 335   “Availability” means, as of any date of determination, the amount by which (a) the aggregate Re-336   volving Credit Commitments exceeds (b) the Revolving Credit Outstandings. 337   “Available Amount” means, at any time (the “Reference Date”), an amount equal to the sum of:  338   (a) $25.0 million, plus 339   (b) 50% of the Consolidated Net Income of the Borrower for the period (taken as one 340   accounting period) from the first day of the fiscal quarter during which the Closing Date occurs to 341   the end of the Borrower’s most recently ended fiscal quarter for which internal financial state-342   ments are available, or, in the case such Consolidated Net Income for such period is a deficit, mi-343   nus 100% of such deficit, plus 344   (c) the aggregate Net Cash Proceeds, and the fair market value of property or assets 345   or marketable securities, received by the Borrower from the issue or sale of its Stock (other than 346   Disqualified Stock or Designated Preferred Stock) subsequent to the Closing Date or otherwise 347   contributed to the equity (other than through the issuance of Disqualified Stock or Designated 348   Preferred Stock) of the Company subsequent to the Closing Date (other than (x) Net Cash Pro-349   ceeds or property or assets or marketable securities received from an issuance or sale of such 350   Stock to a Restricted Subsidiary or an employee stock ownership plan or trust established by the 351   Borrower or any Subsidiary of the Borrower for the benefit of its employees to the extent funded 352   by the Borrower or any Restricted Subsidiary, (y) Net Cash Proceeds or property or assets or 353   marketable securities to the extent that any Restricted Payment has been made from such pro-354   ceeds in reliance on Section 8.5(c) and (z) Excluded Contributions), plus 355   (d) the aggregate Net Cash Proceeds, and the fair market value of property or assets 356   or marketable securities, received by the Borrower or any Restricted Subsidiary from the issuance 357   or sale (other than to the Borrower or a Restricted Subsidiary of the Borrower or an employee 358     





 







   -4-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   stock ownership plan or trust established by the Borrower or any Subsidiary for the benefit of 359   their employees to the extent funded by the Borrower or any Restricted Subsidiary) by the Bor-360   rower or any Restricted Subsidiary subsequent to the Closing Date of any Indebtedness or Dis-361   qualified Stock that has been converted into or exchanged for Stock of the Borrower (other than 362   Disqualified Stock or Designated Preferred Stock) plus, without duplication, the amount of any 363   cash, and the fair market value of property or assets or marketable securities, received by the Bor-364   rower or any Restricted Subsidiary upon such conversion or exchange, plus 365   (e) the aggregate amount received in cash and the fair market value, as determined in 366   good faith by the Borrower, or marketable securities or other property received by means of (i) 367   the sale or other disposition (other than to the Borrower or a Restricted Subsidiary) of any minori-368   ty investments or the stock of any joint ventures made by the Borrower or its Restricted Subsidi-369   aries and repurchases and redemptions of such minority investments or stock of joint ventures 370   from the Borrower or its Restricted Subsidiaries and repayments of loans or advances, and releas-371   es of guarantees, which constitute minority investments by the Borrower or its Restricted Subsid-372   iaries, in each case after the Closing Date or (ii) the sale (other than to the Borrower or a Restrict-373   ed Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted 374   Subsidiary (other than to the extent of the amount of the Investment that constituted a Permitted 375   Investment which will instead increase the amount available under the applicable clause of the 376   definition of “Permitted Investments”) or a dividend from an Unrestricted Subsidiary after the 377   Closing Date, plus 378   (f) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Sub-379   sidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Bor-380   rower or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unre-381   stricted Subsidiary to the Borrower or a Restricted Subsidiary after the Closing Date, the fair 382   market value of the Investment in such Unrestricted Subsidiary (or the assets transferred), as de-383   termined in good faith by the Company, at the time of the redesignation of such Unrestricted Sub-384   sidiary as a Restricted Subsidiary or at the time of such merger, amalgamation or consolidation or 385   transfer of assets (after taking into consideration any Indebtedness associated with the Unrestrict-386   ed Subsidiary so designated or merged, amalgamated or consolidated or Indebtedness associated 387   with the assets so transferred), other than to the extent of the amount of the Investment that con-388   stituted a Permitted Investment, minus 389   (g) the aggregate amount of the Available Amount used to make any Investments 390   made pursuant to Section 8.3(c), any Restricted Payments made pursuant to Section 8.5(c) and 391   any prepayments of Indebtedness made pursuant to Section 8.6(d) during the period commencing 392   on the Closing Date and ending on the Reference Date (and, for purposes of this clause (g), with-393   out taking into account the intended usage of the Available Amount on such Reference Date).  394   “Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.) 395   and the regulations issued from time to time thereunder. 396   “Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate, (b) 397   the sum of 0.5% per annum and the Federal Funds Rate, and (c) the sum of (x) the Eurodollar Rate calcu-398   lated for each such day based on an Interest Period of one month determined at 11:00 a.m. London, Eng-399   land time on such day, plus (y) 1.00% per annum, in each instance, as of such day; provided that, not-400   withstanding the foregoing, with respect to the Initial Term Loans only, the Base Rate shall in no event be 401   less than 2.00% per annum.  Any change in the Base Rate due to a change in any of the foregoing shall be 402   effective on the effective date of such change in the Prime Rate, the Federal Funds Rate or the Eurodollar 403   Rate for an Interest Period of one month. 404     





 







   -5-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Base Rate Loan” means any Loan that bears interest based on the Base Rate. 405   “Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA other than a 406   Multiemployer Plan, to which any Group Member sponsors or contributes, or has an obligation to con-407   tribute. 408   “Borrower” has the meaning specified in the preamble to this Agreement. 409   “Borrowing” means a borrowing consisting of Loans (other than Swingline Loans and Loans 410   deemed made pursuant to Section 2.3 or 2.4) made in one Facility on the same day by the Lenders accord-411   ing to their respective Commitments under such Facility. 412   “Business” means collectively, (a) the business conducted by the Borrower or any of the Guaran-413   tors on and as of the Closing Date and (b) any business involving or reasonably related to the ownership, 414   management or operation in the United States of any Radio Stations, any Radio Station Licenses, any 415   FCC Licenses, live events, billboard assets and other outdoor advertising assets and properties, including 416   any ancillary digital or other media associated therewith. 417   “Business Day” means each day that is not a Saturday, Sunday or other day on which banking in-418   stitutions in New York, New York, United States are authorized or required by law to close and, when 419   determined in connection with notices and determinations in respect of any Eurodollar Rate or Eurodollar 420   Rate Loan or any funding, conversion, continuation, Interest Period or payment of any Eurodollar Rate 421   Loan, that is also a day on which dealings in Dollar deposits are carried on in the London interbank mar-422   ket. 423   “Capital Expenditures” means, for any Person for any period, the aggregate of all expenditures, 424   whether or not made through the incurrence of Indebtedness, by such Person and its Subsidiaries during 425   such period for the acquisition, leasing (pursuant to a Capital Lease), construction, replacement, repair, 426   substitution or improvement of fixed or capital assets or additions to equipment, in each case required to 427   be capitalized under GAAP on a Consolidated balance sheet of such Person, excluding (a) interest capital-428   ized during construction, (b) any expenditure to the extent, for purpose of the definition of “Permitted 429   Acquisition,” such expenditure is part of the aggregate amounts payable in connection with, or other con-430   sideration for, any Permitted Acquisition consummated during or prior to such period, (c) expenditures 431   made with the proceeds of equity contributions made to Borrower as equity after the date hereof and (d) 432   expenditures for assets made in connection with the replacement, substitution, restoration or repair of as-433   sets to the extent financed with insurance proceeds paid on account of the loss of or damage to the assets 434   being replaced, substituted for, restored or repaired to the extent permitted hereunder. 435   “Capital Lease” means an obligation that is required to be classified and accounted for as a capi-436   talized lease for financial reporting purposes on the basis of GAAP.  The amount of Indebtedness repre-437   sented by such obligation will be the capitalized amount of such obligation at the time any determination 438   thereof is to be made as determined on the basis of GAAP, and the stated maturity thereof will be the date 439   of the last payment of rent or any other amount due under such lease prior to the first date such lease may 440   be terminated without penalty. 441   “Capitalized Lease Obligations” means, at any time, with respect to any Capital Lease, any lease 442   entered into as part of any Sale and Leaseback Transaction of any Person or any synthetic lease, the 443   amount of all obligations of such Person that is (or that would be, if such synthetic lease or other lease 444   were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accord-445   ance with GAAP. 446     





 







   -6-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Cash Collateral Account” means a deposit account or securities account in the name of the Bor-447   rower and under the sole control (as defined in the applicable UCC) of the Administrative Agent and (a) 448   in the case of a deposit account, from which the Borrower may not make withdrawals except as permitted 449   by the Administrative Agent and (b) in the case of a securities account, with respect to which the Admin-450   istrative Agent shall be the entitlement holder and the only Person authorized to give entitlement orders 451   with respect thereto. 452   “Cash Collateralize” means pledge and deposit with or deliver to the Administrative Agent, for 453   the benefit of the relevant L/C Issuer and the Appropriate Lenders, as collateral for the L/C Obligations, 454   cash or deposit account balances in a Cash Collateral Account. 455   “Cash Equivalents” means: 456   (a) (i) United States dollars, Canadian dollars, Euro or any national currency of any 457   member state of the European Union; or (ii) any other foreign currency held by the Borrower and 458   the Restricted Subsidiaries in the ordinary course of business;  459   (b) securities issued or directly and fully Guaranteed or insured by the United States 460   or Canadian governments, a member state of the European Union or, in each case, any agency or 461   instrumentality of the foregoing (provided that the full faith and credit obligation of such country 462   or such member state is pledged in support thereof), having maturities of not more than two years 463   from the date of acquisition;  464   (c) certificates of deposit, time deposits, eurodollar time deposits, overnight bank 465   deposits or bankers’ acceptances having maturities of not more than one year from the date of ac-466   quisition thereof issued by any lender or by any bank or trust company (i) whose commercial pa-467   per is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent 468   thereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable rat-469   ing of another Nationally Recognized Statistical Rating Organization) or (ii) (in the event that the 470   bank or trust company does not have commercial paper which is rated) having combined capital 471   and surplus in excess of $100.0 million;  472   (d) repurchase obligations for underlying securities of the types described in clauses 473   (b), (c) and (g) entered into with any bank meeting the qualifications specified in clause (c) 474   above;  475   (e) securities with maturities of one year or less from the date of acquisition backed 476   by standby letters of credit issued by any Person referenced in clause (c) above;  477   (f) commercial paper rated at least (A) “A-1” or higher by S&P or “P-1” or higher 478   by Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of 479   another Nationally Recognized Statistical Rating Organization selected by the Borrower) matur-480   ing within two years after the date of creation thereof or (B) “A-2” or higher by S&P or “P-2” or 481   higher by Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable 482   rating of another Nationally Recognized Statistical Rating Organization selected by the Borrow-483   er) maturing within one year after the date of creation thereof, or, in each case, if no rating is 484   available in respect of the commercial paper, the issuer of which has an equivalent rating in re-485   spect of its long-term debt;  486   (g) marketable short-term money market and similar securities having a rating of at 487   least “P-2” or “A-2” from either S&P or Moody’s, respectively (or, if at the time, neither is issu-488     





 







   -7-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   ing comparable ratings, then a comparable rating of another Nationally Recognized Statistical 489   Rating Organization selected by the Borrower) and in each case maturing within 24 months after 490   the date of creation or acquisition thereof;  491   (h) readily marketable direct obligations issued by any state, province, common-492   wealth or territory of the United States of America or Canada or any political subdivision, taxing 493   authority or public instrumentality thereof, in each case, having one of the two highest ratings 494   categories by S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a 495   comparable rating of another Nationally Recognized Statistical Rating Organization selected by 496   the Borrower) with maturities of not more than two years from the date of acquisition;  497   (i) readily marketable direct obligations issued by any foreign government or any 498   political subdivision, taxing authority or public instrumentality thereof, in each case, having one 499   of the two highest ratings categories obtainable by S&P or Moody’s (or, if at the time, neither is 500   issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical 501   Rating Organization selected by the Borrower) with maturities of not more than two years from 502   the date of acquisition;  503   (j) Investments with average maturities of 12 months or less from the date of acqui-504   sition in money market funds rated within the three highest ratings categories by S&P or Moody’s 505   (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Na-506   tionally Recognized Statistical Rating Organization selected by the Borrower);  507   (k) with respect to any Foreign Subsidiary: (i) obligations of the national government 508   of the country in which such Foreign Subsidiary maintains its chief executive office and principal 509   place of business provided such country is a member of the Organization for Economic Coopera-510   tion and Development, in each case maturing within one year after the date of investment therein, 511   (ii) certificates of deposit of, bankers acceptance of, or time deposits with, any commercial bank 512   which is organized and existing under the laws of the country in which such Foreign Subsidiary 513   maintains its chief executive office and principal place of business provided such country is a 514   member of the Organization for Economic Cooperation and Development, and whose short-term 515   commercial paper rating from S&P is at least “A-1” or the equivalent thereof or from Moody’s is 516   at least “P-1” or the equivalent thereof (any such bank being an “Approved Foreign Bank”), and 517   in each case with maturities of not more than 270 days from the date of acquisition and (iii) the 518   equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank; 519   (l) Indebtedness or Preferred Stock issued by Persons with a rating of “BBB-” or 520   higher from S&P or “Baa3” or higher from Moody’s (or, if at the time, neither is issuing compa-521   rable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Or-522   ganization selected by the Borrower) with maturities of 24 months or less from the date of acqui-523   sition;  524   (m) bills of exchange issued in the United States, Canada, a member state of the Eu-525   ropean Union or Japan eligible for rediscount at the relevant central bank and accepted by a bank 526   (or any dematerialized equivalent); and 527   (n) interests in any investment company, money market, enhanced high yield fund or 528   other investment fund which invests 90% or more of its assets in instruments of the types speci-529   fied in clauses (a) through (m) above; and  530     





 







   -8-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (o) for purposes of clause 8.4(b), any marketable securities portfolio owned by the 531   Borrower and its subsidiaries on the Issue Date. 532   In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Invest-533   ments made in a country outside the United States of America, Cash Equivalents shall also include 534   (i) investments of the type and maturity described in clauses (a) through (i) and clauses (k) through 535   (n) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings 536   described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other 537   short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance 538   with normal investment practices for cash management in investments analogous to the foregoing invest-539   ments in clauses (a) through (n) and in this paragraph.  Notwithstanding the foregoing, Cash Equivalents 540   shall include amounts denominated in currencies other than those set forth in clause (a) above, provided 541   that such amounts are converted into any currency listed in clause (a) as promptly as practicable and in 542   any event within 10 Business Days following the receipt of such amounts.  For the avoidance of doubt, 543   any items identified as Cash Equivalents under this definition (other than clause (o) above) will be 544   deemed to be Cash Equivalents for all purposes under this Agreement regardless of the treatment of such 545   items under GAAP.  546   “Cash Management Agreement” means any agreement to provide cash management services, in-547   cluding automated clearing house transfers of funds, treasury, depository, overdraft, credit or debit card, 548   purchasing and/or cash management services including controlled disbursement services, overdraft facili-549   ties, foreign exchange facilities, deposit and other account and merchant services to any Loan Party. 550   “Cash Management Bank” means any Person that (i) at the time it enters into a Cash Management 551   Agreement, is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lend-552   er, or (ii) is, as of the Closing Date, the Administrative Agent, a Lender or an Affiliate of the Administra-553   tive Agent or a Lender and a party to a Cash Management Agreement entered into on or prior to the Clos-554   ing Date, in each case, in its capacity as a party to such Cash Management Agreement. 555   “CERCLA” means the United States Comprehensive Environmental Response, Compensation, 556   and Liability Act (42 U.S.C. §§ 9601 et seq.). 557   “CFC” means a Subsidiary of Borrower that is a “controlled foreign corporation” within the 558   meaning of Section 957 of the Code. 559   “CFC Holding Company” means a Domestic Subsidiary of Borrower substantially all of the as-560   sets of which consist of equity or debt of one or more Foreign Subsidiaries that are CFCs. 561   “Change of Control” means:  562   (a) the Borrower becomes aware of (by way of a report or any other filing pursuant 563   to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) any “person” or 564   “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange 565   Act as in effect on the Closing Date), other than one or more Permitted Investors, is or becomes 566   the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect 567   on the Closing Date), directly or indirectly, of more than 50% of the total voting power of the 568   Voting Stock of the Borrower; 569   (b) the sale, lease, transfer, conveyance or other disposition (other than by way of 570   merger, amalgamation, consolidation or other business combination transaction), in one or a se-571   ries of related transactions, of all or substantially all of the assets of the Borrower and its Restrict-572     





 







   -9-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   ed Subsidiaries taken as a whole to a Person, other than a Restricted Subsidiary or one or more 573   Permitted Investor; or 574   (c) a “Change of Control” or any term of similar effect, as defined in the Senior 575   Notes Indenture or in any other document governing Material Debt of any Group Member shall 576   occur.  577   “Class” (a) when used with respect to any Lender, refers to whether such Lender has a Loan or 578   Commitment with respect to a particular Class of Loans or Commitments, (b) when used with respect to 579   Commitments, refers to whether such Commitments are Revolving Credit Commitments, Extended Re-580   volving Credit Commitments of a given Extension Series, Incremental Revolving Increase, Refinancing 581   Revolving Credit Commitments of a given Refinancing Series, Initial Term Commitments, Incremental 582   Term Commitments, Refinancing Term Commitments of a given Refinancing Series or Commitments in 583   respect of Replacement Term Loans and (c) when used with respect to Loans refers to whether such 584   Loans, are Revolving Loans, extensions of credit under Extended Revolving Credit Commitments of a 585   given Extension Series, Incremental Revolving Loans, extensions of credit under Refinancing Revolving 586   Credit Commitments of a given Refinancing Series, Initial Term Loans, Extended Term Loans of a given 587   Extension Series, Incremental Term Loans, Refinancing Term Loans of a given Refinancing Series or 588   Replacement Term Loans.  Commitments (and in each case, the Loans made pursuant to such Commit-589   ments) that have different terms and conditions shall be construed to be in different Classes.  Commit-590   ments (and, in each case, the Loans made pursuant to such Commitments) that have the same terms and 591   conditions shall be construed to be in the same Class. 592   “Closing Date” means the first date on which all of the conditions precedent to effectiveness of 593   this Agreement set forth in Article 3 have been satisfied or duly waived, which date is April 1, 2015. 594   “Code” means the U.S. Internal Revenue Code of 1986, as amended. 595   “Collateral” means all property and interests in property and proceeds thereof now owned or 596   hereafter acquired by any Loan Party in or upon which a Lien is granted or purported to be granted pursu-597   ant to any Loan Document. 598   “Commitment” means with respect to any Lender, such Lender’s Revolving Credit Commitment, 599   Extended Revolving Credit Commitment of a given Extension Series, Refinancing Revolving Credit 600   Commitment of a given Refinancing Series, Initial Term Loan Commitment, Incremental Term Commit-601   ment, Refinancing Term Commitment of a given Refinancing Series, as the context may require.  602   “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as 603   amended from time to time, and any successor statute. 604   “Communications Laws” has the meaning specified in Section 4.22(a). 605   “Compliance Certificate” means a certificate substantially in the form of Exhibit G. 606   “Consolidated” means, with respect to any Person, the accounts of such Person and its Subsidiar-607   ies consolidated in accordance with GAAP. 608    “Consolidated Depreciation and Amortization Expense” means, with respect to any Person for 609   any period, the total amount of depreciation and amortization expense, including amortization or write-off 610   of (i) intangibles and non-cash organization costs and (ii) deferred financing fees or costs, capitalized ex-611   penditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition 612     





 







   -10-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   costs, the amortization of original issue discount resulting from the issuance of Indebtedness at less than 613   par and amortization of favorable or unfavorable lease assets or liabilities, of such Person and its Restrict-614   ed Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with 615   GAAP and any write down of assets or asset value carried on the balance sheet. 616   “Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net 617   Income of such Person for such period: 618   (1) increased (without duplication) by: 619   (a) provision for taxes based on income or profits or capital, including, 620   without limitation, federal, state, provincial, local, foreign, unitary, franchise and similar 621   taxes and foreign withholding and similar taxes of such Person paid or accrued during 622   such period, including any penalties and interest relating to any tax examinations, deduct-623   ed (and not added back) in computing Consolidated Net Income; plus 624   (b) Fixed Charges of such Person for such period (including (x) net losses on 625   any Hedging Agreement or other derivative instruments entered into for the purpose of 626   hedging interest rate, currency or commodities risk, (y) bank fees and (z) costs of surety 627   bonds in connection with financing activities, plus amounts excluded from the definition 628   of “Consolidated Interest Expense” pursuant to clauses (t) through (z) in clause 629   (1) thereof), to the extent the same were deducted (and not added back) in calculating 630   such Consolidated Net Income; plus 631   (c) Consolidated Depreciation and Amortization Expense of such Person for 632   such period to the extent the same were deducted (and not added back) in computing 633   Consolidated Net Income; plus 634   (d) any (x) Transaction Expense and (y) any fees, costs, expenses or charges 635   (other than Consolidated Depreciation and Amortization Expense) related to any actual, 636   proposed or contemplated issuance of Stock, Permitted Investment, acquisition, disposi-637   tion, recapitalization or the incurrence of Indebtedness permitted to be incurred by this 638   Agreement (including a refinancing thereof) (whether or not successful), including 639   (i) such fees, expenses or charges related to the offering of the Senior Notes, this Agree-640   ment (including Letter of Credit Fees), any other Facility and (ii) any amendment, waiver 641   or other modification of the Senior Notes, this Agreement, any other Facility, any other 642   Indebtedness permitted to be incurred under this Agreement or an issuance of Stock, in 643   each case, whether or not consummated, to the extent the same were deducted (and not 644   added back) in computing Consolidated Net Income; plus 645   (e) (i) the amount of any restructuring charge, reserve, integration cost or 646   other business optimization expense or cost (including charges directly related to the im-647   plementation of cost savings initiatives) that is deducted (and not added back) in such pe-648   riod in computing Consolidated Net Income, including any one-time costs incurred in 649   connection with acquisitions or divestitures after the Closing Date, including, without 650   limitation, those related to any severance, retention, signing bonuses, relocation, recruit-651   ing and other employee related costs, future lease commitments and costs related to the 652   opening and closure and/or consolidation of facilities and to existing lines of business and 653   (ii) fees, costs and expenses associated with acquisition related litigation and settlements 654   thereof; plus 655     





 







   -11-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (f) any other non-cash charges, write-downs, expenses, losses or items re-656   ducing Consolidated Net Income for such period including any impairment charges or the 657   impact of purchase accounting (excluding any such non-cash charge, write-down or item 658   to the extent it represents an accrual or reserve for a cash expenditure for a future period); 659   plus 660   (g) [reserved]; plus 661   (h)  the amount of management, monitoring, advisory, consulting, refinanc-662   ing, subsequent transaction and exit fees (including termination fees) and related indem-663   nities and expenses paid or accrued in such period to Oaktree to the extent permitted un-664   der Section 8.9(m); plus 665   (i) the amount of “run rate” cost savings, operating expense reductions, oth-666   er operating improvements and initiatives and synergies projected by the Borrower in 667   good faith to be reasonably anticipated to be realizable (calculated on a pro forma basis 668   as though such cost savings, operating expense reductions, other operating improvements 669   and initiatives and synergies had been realized on the first day of such period), net of the 670   amount of actual benefits realized during such period from such actions; provided that (x) 671   such cost savings are reasonably identifiable and attributable to the actions specified and 672   reasonably anticipated to result from such actions (in the good faith determination of the 673   Company) and (y) such actions have been taken or are to be taken within 18 months; pro-674   vided, further, that the aggregate amount that may be added back pursuant to this clause 675   (i) shall not exceed 20.0% of Consolidated EBITDA for such period (prior to giving ef-676   fect to such add back); plus  677   (j) any costs or expense incurred by the Borrower or a Restricted Subsidiary 678   pursuant to any management equity plan or stock option plan or any other management or 679   employee benefit plan or agreement or any stock subscription or shareholder agreement, 680   to the extent that such cost or expenses are funded with cash proceeds contributed to the 681   capital of the Borrower or net cash proceeds of an issuance of Stock (other than Disquali-682   fied Stock) of the Borrower solely to the extent that such net cash proceeds are excluded 683   from the calculation of Available Amount; plus  684   (k) cash receipts (or any netting arrangements resulting in reduced cash ex-685   penditures) not representing Consolidated EBITDA or Consolidated Net Income in any 686   period to the extent non-cash gains relating to such income were deducted in the calcula-687   tion of Consolidated EBITDA pursuant to clause (2) below for any previous period and 688   not added back; plus 689   (l) any net loss included in the Consolidated Net Income attributable to non-690   controlling interests pursuant to the application of Accounting Standards Codification 691   Topic 810-10-45 (“Topic 810”); plus;  692   (m) realized foreign exchange losses resulting from the impact of foreign cur-693   rency changes on the valuation of assets or liabilities on the balance sheet of the Borrow-694   er and its Restricted Subsidiaries; plus  695   (n) net realized losses from Hedging Agreements or embedded derivatives 696   that require similar accounting treatment and the application of Accounting Standard 697     





 







   -12-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Codification Topic 815 and related pronouncements during such period deducted (and 698   not added back) in computing Consolidated Net Income. 699   (2) decreased (without duplication) by:  (a) non-cash gains increasing Consolidated 700   Net Income of such Person for such period, excluding any non-cash gains to the extent they rep-701   resent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated 702   EBITDA in any prior period and any non-cash gains with respect to cash actually received in a 703   prior period so long as such cash did not increase Consolidated EBITDA in such prior period; 704   plus (b) realized foreign exchange income or gains resulting from the impact of foreign currency 705   changes on the valuation of assets or liabilities on the balance sheet of the Borrower and its Re-706   stricted Subsidiaries; plus (c) any net realized income or gains from Hedging Agreements or em-707   bedded derivatives that require similar accounting treatment and the application of Accounting 708   Standard Codification Topic 815 and related pronouncements; plus (d) any net income included 709   in Consolidated Net Income attributable to non-controlling interests pursuant to the application of 710   Topic 810; and 711   (3) increased or decreased (without duplication) by, as applicable, any adjustments 712   resulting from the application of Accounting Standards Codification Topic 460 or any compara-713   ble regulation. 714   “Consolidated Interest Expense” means, with respect to any Person for any period, without dupli-715   cation, the sum of: 716   (1) consolidated interest expense of such Person and its Restricted Subsidiaries for 717   such period, to the extent such expense was deducted (and not added back) in computing Consol-718   idated Net Income (including (a) amortization of original issue discount or premium resulting 719   from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees 720   and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest 721   payments (but excluding any non-cash interest expense attributable to the movement in the mark 722   to market valuation of obligations under Hedging Agreements or other derivative instruments 723   pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net 724   payments, if any, pursuant to interest rate Hedging Agreements with respect to Indebtedness, and 725   excluding (t) penalties and interests relating to taxes, (u) any additional cash interest owing pur-726   suant to any registration rights agreement, (v) accretion or accrual of discounted liabilities other 727   than Indebtedness, (w) any expense resulting from the discounting of any Indebtedness in connec-728   tion with the application of purchase accounting in connection with any acquisition, (x) amortiza-729   tion of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any ex-730   pensing of bridge, commitment and other financing fees, and (z) interest with respect to Indebt-731   edness of any Parent Entity of such Person appearing upon the balance sheet of such Person sole-732   ly by reason of push-down accounting under GAAP); plus 733   (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for 734   such period, whether paid or accrued; less  735   (3) interest income for such period. 736   For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to ac-737   crue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such 738   Capitalized Lease Obligation in accordance with GAAP. 739     





 







   -13-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Consolidated Net Income” means, with respect to any Person for any period, the net income 740   (loss) of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis on 741   the basis of GAAP; provided, however, that there will not be included in such Consolidated Net Income: 742   (1) any net income (loss) of any Person if such Person is not a Restricted Subsidiary, 743   except that the Borrower’s equity in the net income of any such Person for such period will be in-744   cluded in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents 745   actually distributed or that (as reasonably determined by an Responsible Officer of the Borrower) 746   could have been distributed by such Person during such period to the Borrower or its Restricted 747   Subsidiaries as a dividend or other distribution or return on investment (subject, in the case of a 748   dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations 749   contained in clause (2) below);  750   (2) solely for the purpose of determining the Available Amount, any net income 751   (loss) of any Restricted Subsidiary (other than the Guarantors) if such Restricted Subsidiary is 752   subject to restrictions, directly or indirectly, on the payment of dividends or the making of distri-753   butions by such Restricted Subsidiary, directly or indirectly, to the Borrower or a Guarantor by 754   operation of the terms of such Restricted Subsidiary’s articles, charter or any agreement, instru-755   ment, judgment, decree, order, statute or governmental rule or regulation applicable to such Re-756   stricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or other-757   wise released, (b) restrictions pursuant to this Agreement, the Senior Notes, or the Senior Note 758   Indenture, and (c) restrictions specified in Section 8.2(cc)), except that the Company’s equity in 759   the net income of any such Restricted Subsidiary for such period will be included in such Consol-760   idated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or 761   that could have been distributed by such Restricted Subsidiary during such period to the Borrower 762   or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a divi-763   dend to another Restricted Subsidiary, to the limitation contained in this clause); 764   (3) any gain (or loss), together with any related provisions for Taxes on any such 765   gain (or the tax effect of any such loss), realized upon the sale or other disposition of any asset 766   (including pursuant to any Sale and Leaseback Transaction) or disposed operations of the Bor-767   rower or any of its Restricted Subsidiaries which is not sold or otherwise disposed of in the ordi-768   nary course of business (as determined in good faith by a Responsible Officer or the board of di-769   rectors of the Borrower); 770   (4) any extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or ex-771   pense or any charges, expenses or reserves in respect of any restructuring, redundancy or sever-772   ance expense; 773   (5) the cumulative effect of a change in accounting principles, including any impact 774   resulting from an election by the Company to apply IFRS at any time following the Closing Date; 775   (6) any (i) non-cash compensation charge or expense arising from any grant of stock, 776   stock options or other equity based awards and any non-cash deemed finance charges in respect 777   of any pension liabilities or other provisions or on the re-valuation of any benefit plan obligation 778   and (ii) income (loss) attributable to deferred compensation plans or trusts; 779   (7) all deferred financing costs written off and premiums paid or other expenses in-780   curred directly in connection with any early extinguishment of Indebtedness and any net gain 781   (loss) from any write-off or forgiveness of Indebtedness; 782     





 







   -14-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (8) any unrealized gains or losses in respect of any Hedging Agreements or any inef-783   fectiveness recognized in earnings related to qualifying hedge transactions or the fair value of 784   changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in 785   each case, in respect of any Hedging Agreements; 786   (9) any unrealized foreign currency translation or transaction gains or losses in re-787   spect of Indebtedness of any Person denominated in a currency other than the functional currency 788   of such Person and any unrealized foreign exchange gains or losses relating to translation of as-789   sets and liabilities denominated in foreign currencies; 790   (10) any unrealized foreign currency translation or transaction gains or losses in re-791   spect of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary owing to 792   the Borrower or any Restricted Subsidiary; 793   (11) any purchase accounting effects including adjustments to inventory, property and 794   equipment, software and other intangible assets and deferred revenue in component amounts re-795   quired or permitted by GAAP and related authoritative pronouncements (including the effects of 796   such adjustments pushed down to the Borrower or its Subsidiaries), as a result of any consum-797   mated acquisition, or the amortization or write-off of any amounts thereof (including any write-798   off of in process research and development); 799   (12) any goodwill or other intangible asset impairment charge or write-off; 800   (13) any after-tax effect of income (loss) from the early extinguishment or cancella-801   tion of Indebtedness or any Hedging Agreements or other derivative instruments; 802   (14)  accruals and reserves that are established or adjusted within twelve months after 803   the Closing Date that are so required to be established or adjusted as a result of the Transactions 804   in accordance with GAAP; 805   (15) any net unrealized gains and losses resulting from Hedging Agreements or em-806   bedded derivatives that require similar accounting treatment and the application of Accounting 807   Standards Codification Topic 815 and related pronouncements;  808   (16) the amount of any expense to the extent a corresponding amount is received in 809   cash by the Borrower and its Restricted Subsidiaries from a Person other than the Borrower or 810   any of its Subsidiaries under any agreement providing for reimbursement of any such expense, 811   provided such reimbursement payment has not been included in determining Consolidated Net 812   Income (it being understood that if the amounts received in cash under any such agreement in any 813   period exceed the amount of expense in respect of such period, such excess amounts received 814   may be carried forward and applied against expense in future periods); and 815   (17) any deferred Tax expense associated with Tax deductions or net operating losses 816   arising as a result of the Transactions, or the release of any valuation allowances related to such 817   item. 818   In addition, to the extent not already included in the Consolidated Net Income of such Person and 819   its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net 820   Income shall include (i) any expenses and charges that are reimbursed by indemnification or other reim-821   bursement provisions in connection with any investment or any sale, conveyance, transfer or other dispo-822   sition of assets permitted hereunder, or, so long as the Borrower has made a determination that there ex-823     





 







   -15-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   ists reasonable evidence that such amount will in fact be reimbursed and only to the extent that such 824   amount is (A) not denied by the applicable payor in writing within 180 days and (B) in fact reimbursed 825   within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent 826   not so reimbursed within 365 days) and (ii) to the extent covered by insurance (including business inter-827   ruption insurance) and actually reimbursed, or, so long as the Borrower has made a determination that 828   there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the 829   extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in 830   fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added 831   back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events 832   or business interruption.  833   “Consolidated Total Debt” means, as at any date of determination, an amount equal to the sum of 834   (1) the aggregate amount of all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries 835   on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capital-836   ized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments and 837   (2) the aggregate amount of all outstanding Disqualified Stock of the Borrower and all Disqualified Stock 838   and Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Dis-839   qualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liqui-840   dation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis 841   in accordance with GAAP; provided that Indebtedness of the Borrower and its Subsidiaries under any 842   revolving credit facility or line of credit as at any date of determination shall be determined using the Av-843   erage Quarterly Balance of such Indebtedness for the most recently ended four fiscal quarters for which 844   internal financial statements are available as of such date of determination (the “Reference Period”).  For 845   purposes hereof, (a) the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock 846   that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Dis-847   qualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any 848   date on which Consolidated Total Debt shall be required to be determined pursuant to this Agreement, 849   and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Pre-850   ferred Stock, such fair market value shall be determined reasonably and in good faith by the Borrower, (b) 851   “Average Quarterly Balance” means, with respect to any Indebtedness incurred by the Borrower or its 852   Subsidiaries under a revolving facility or line of credit, the quotient of (x) the sum of each Individual 853   Quarterly Balance for each fiscal quarter ended on or prior to such date of determination and included in 854   the Reference Period divided by (y) 4, and (c) “Individual Quarterly Balance” means, with respect to any 855   Indebtedness incurred by the Borrower or its Restricted Subsidiaries under a revolving credit facility or 856   line of credit during any fiscal quarter of the Borrower, the quotient of (x) the sum of the aggregate out-857   standing principal amount of all such Indebtedness at the end of each day of such quarter divided by (y) 858   the number of days in such fiscal quarter.   859   “Consolidated Working Capital” means, at any date, the excess of (i) the sum of all amounts (oth-860   er than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the cap-861   tion “total current assets” (or any like caption) on a consolidated balance sheet of Borrower and its Re-862   stricted Subsidiaries at such date excluding the current portion of current and deferred income taxes over 863   (ii) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total 864   current liabilities” (or any like caption) on a consolidated balance sheet of Borrower and its Restricted 865   Subsidiaries on such date, including deferred revenue but excluding, without duplication, (a) the current 866   portion of any Funded Debt, (b) all Indebtedness consisting of Loans and Capital Leases to the extent oth-867   erwise included therein, (c) the current portion of interest, (d) the current portion of current and deferred 868   income taxes, (e) any liabilities that are not Indebtedness and will not be settled in cash or Cash Equiva-869   lents during the next succeeding twelve month period after such date, (f) the effects from applying pur-870   chase accounting, (g) any accrued professional liability risks and (h) restricted marketable securities. 871     





 







   -16-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Constituent Documents” means, with respect to any Person, collectively and, in each case, to-872   gether with any modification of any term thereof, (a) the articles of incorporation, certificate of incorpora-873   tion, constitution or certificate of formation of such Person, (b) the bylaws, operating agreement or joint 874   venture agreement of such Person, (c) any other constitutive, organizational or governing document of 875   such Person, whether or not equivalent, and (d) any other document setting forth the manner of election or 876   duties of the directors, officers or managing members of such Person or the designation, amount or rela-877   tive rights, limitations and preferences of any Stock of such Person. 878   “Contractual Obligation” means, with respect to any Person, any provision of any Security issued 879   by such Person or of any document or undertaking (other than a Loan Document) to which such Person is 880   a party or by which it or any of its property is bound or to which any of its property is subject. 881    “Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising un-882   der any Requirement of Law in or relating to copyrights and all mask work, database and design rights, 883   whether or not registered or published, all registrations and recordations thereof and all applications in 884   connection therewith. 885   “Corporate Chart” means a document in form reasonably acceptable to the Administrative Agent 886   and setting forth, as of a date set forth therein, for each Person that is a Loan Party, that is subject to Sec-887   tion 7.10 or that is a Subsidiary or joint venture of any of them, (a) the full legal name of such Person, 888   (b) the jurisdiction of organization and any organizational number and tax identification number of such 889   Person, (c) the location of such Person’s chief executive office (or, if applicable, sole place of business) 890   and (d) the number of shares of each class of Stock of such Person (other than Borrower) authorized, the 891   number outstanding and the number and percentage of such outstanding shares for each such class owned, 892   directly or indirectly, by any Loan Party or any Subsidiary of any of them. 893   “Credit Agreement Refinancing Indebtedness” means (a) Permitted First Priority Refinancing 894   Debt, (b) Permitted Junior Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or 895   (d) other Indebtedness incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or 896   otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange 897   for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, any Class of existing 898   Term Loans or any Class of existing Revolving Loans (or unused Revolving Credit Commitments), or 899   any then-existing Credit Agreement Refinancing Indebtedness (the “Refinanced Debt”); provided that 900   (i) such Indebtedness has a maturity no earlier, and a Weighted Average Life to Maturity equal to or 901   greater, than the Refinanced Debt, (ii) such Indebtedness shall not have a greater principal amount than 902   the principal amount (or accreted value, if applicable) of the Refinanced Debt plus accrued interest, fees, 903   premiums (if any) and penalties thereon and fees and expenses associated with the refinancing, plus an 904   amount equal to any existing commitments unutilized thereunder, plus the principal amount of additional 905   Indebtedness expressly permitted to be incurred pursuant to a separate basket under Section 8.1 (i.e., other 906   than a Permitted Refinancing basket or any basket that provides for Credit Agreement Refinancing In-907   debtedness), (iii) the terms and conditions of such Indebtedness (except as otherwise provided in 908   clause (ii) above, but including with respect to pricing, fees, rate floors and optional prepayment or re-909   demption terms) are substantially identical to, or (taken as a whole) are not materially more favorable to 910   the lenders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Re-911   financed Debt (unless (1) the Lenders under any Class of existing Term Loans and any Class of existing 912   Revolving Loans and unused Revolving Credit Commitments also receive the benefit of such more re-913   strictive terms (it being understood to the extent that any covenant is added for the benefit of any Credit 914   Agreement Refinancing Indebtedness, no consent shall be required from the Administrative Agent or any 915   Lender to the extent that such covenant is also added for the benefit of the existing Term Loans and Re-916   volving Loans and Revolving Credit Commitments) or (2) any such provisions are applicable only to pe-917   riods after the Latest Maturity Date existing at the time of such refinancing), (iv) the All-In Yield with 918     





 







   -17-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   respect such Credit Agreement Refinancing Indebtedness shall be determined by the Borrower and the 919   lenders providing such Credit Agreement Refinancing Indebtedness, (v) such Refinanced Debt shall be 920   repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums 921   (if any) and penalties in connection therewith shall be paid, on the date such Credit Agreement Refinanc-922   ing Indebtedness is issued, incurred or obtained, (vi) such Indebtedness is not at any time guaranteed by 923   any Person other than Guarantors, (vii) to the extent secured, such Indebtedness is not secured by property 924   other than the Collateral, (viii) if the Refinanced Debt is subordinated in right of payment to, or to the 925   Liens securing, the Obligations, then any Credit Agreement Refinancing Indebtedness shall be subordi-926   nated in right of payment to, or to the Liens securing, the Obligations, as applicable, on terms (a) substan-927   tially identical to, or (taken as a whole) are not materially more favorable to the Lenders as those con-928   tained in the documentation governing the Refinanced Debt including any intercreditor or similar agree-929   ments); provided that the foregoing shall not be required if (i) the Lenders under the Refinanced Debt also 930   receive the benefit of such more restrictive terms (it being understood to the extent that any covenant is 931   added for the benefit of any Credit Agreement Refinancing Indebtedness, no consent shall be required 932   from the Administrative Agent or any Lender to the extent that such covenant is also added for the benefit 933   of any corresponding existing facility or (ii) any such provisions are applicable only to periods after the 934   latest final maturity date of the Loans existing at the time of such refinancing or (b) otherwise reasonably 935   acceptable to the Administrative Agent, (ix) any Credit Agreement Refinancing Indebtedness shall be 936   pari passu or junior in right of payment and, if secured, secured on a pari passu or junior basis with re-937   spect to security, with respect to the Revolving Credit Facility and the Term Facility, to the extent out-938   standing and (x) no Credit Agreement Refinancing Indebtedness that is a Term Loan shall be voluntarily 939   or mandatorily prepaid prior to repayment in full of (or, if junior in right of payment or as to security, on a 940   junior basis with respect to) the Initial Term Loans unless, solely in the case such Credit Agreement Refi-941   nancing Indebtedness is pari passu in right of payment and security with the Initial Term Loans, accom-942   panied by at least a ratable payment of the Initial Term Loans, and any such Credit Agreement Refinanc-943   ing Indebtedness that is pari passu in right of payment and security with the Initial Term Loans may par-944   ticipate on a pro rata basis or on less than a pro rata basis (but not greater than pro rata basis) in any man-945   datory prepayments hereunder. 946   “Default” means any event that is, or with the passage of time or the giving of notice or both, 947   would become an Event of Default; provided that any Default that results solely from the taking of an 948   action that would have been permitted but for the continuation of a previous Default will be deemed to be 949   cured if such previous Default is cured prior to becoming an Event of Default. 950   “Designated Non-Cash Consideration” means the fair market value (as determined in good faith 951   by the Borrower) of non-cash consideration received by the Borrower or one of its Restricted Subsidiaries 952   in connection with an asset sale that is so designated as “Designated Non-Cash Consideration” pursuant 953   to a certificate of a Responsible Officer, setting forth the basis of such valuation, less the amount of cash 954   or Cash Equivalents received in connection with a subsequent payment, redemption, retirement, sale or 955   other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash 956   Consideration will no longer be considered to be outstanding when and to the extent it has been paid, re-957   deemed or otherwise retired or sold or otherwise disposed of in compliance with Section 8.4. 958   “Designated Preferred Stock” means, with respect to the Company, Preferred Stock (other than 959   Disqualified Stock) (a) that is issued for cash (other than to the Company, the Company or a Subsidiary of 960   the Company or an employee stock ownership plan or trust established by the Borrower or any such Sub-961   sidiary for the benefit of their employees to the extent funded by the Borrower or such Subsidiary) and 962   (b) that is designated as “Designated Preferred Stock” pursuant to a certificate of a Responsible Officer of 963   the Borrower at or prior to the issuance thereof, the Net Cash Proceeds of which are excluded from the 964   calculation of the Available Amount. 965     





 







   -18-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Disclosure Documents” means, collectively, (a) all confidential information memoranda and re-966   lated materials prepared in connection with the syndication of the Facilities and (b) all other documents 967   filed by any Group Member with the SEC. 968   “Disinterested Director” means, with respect to any Affiliate Transaction, a member of the Board 969   of Directors of the Borrower having no material direct or indirect financial interest in or with respect to 970   such Affiliate Transaction.  A member of the Board of Directors of the Borrower shall be deemed not to 971   have such a financial interest by reason of such member’s holding Stock of the Borrower or any options, 972   warrants or other rights in respect of such Stock. 973   “Disqualified Stock” means, with respect to any Person, any Stock of such Person which by its 974   terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon 975   the happening of any event: 976   (1) matures or is mandatorily redeemable for cash or in exchange for Indebtedness 977   pursuant to a sinking fund obligation or otherwise; or  978   (2) is or may become (in accordance with its terms) upon the occurrence of certain 979   events or otherwise redeemable or repurchasable for cash or in exchange for Indebtedness at the 980   option of the holder of the Stock in whole or in part, 981   in each case on or prior to a date that is at least 180 days after the Latest Maturity Date then in effect at 982   the date of such issuance of Stock; provided, however, that (i) only the portion of Stock which so matures 983   or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the 984   holder thereof prior to such date will be deemed to be Disqualified Stock and (ii) any Stock that would 985   constitute Disqualified Stock solely because the holders thereof have the right to require such Person to 986   repurchase such Stock upon the occurrence of a change of control or asset sale (howsoever defined or re-987   ferred to) shall not constitute Disqualified Stock if any such redemption or repurchase obligation is sub-988   ject to compliance by the relevant Person with Section 8.5; provided, however, that if such Stock is issued 989   to any plan for the benefit of employees of such Person or its Subsidiaries or by any such plan to such 990   employees, such Stock shall not constitute Disqualified Stock solely because it may be required to be re-991   purchased by the such Person or its Subsidiaries in order to satisfy applicable statutory or regulatory obli-992   gations. 993   “Dollars” and the sign “$” each mean the lawful money of the United States of America. 994   “Domestic Person” means any “United States person” under and as defined in Section 770l(a)(30) 995   of the Code. 996   “Domestic Subsidiary” means each Subsidiary of Borrower that is organized under the laws of 997   the United States, any state thereof, or the District of Columbia. 998   “E-Fax” means any system used to receive or transmit faxes electronically. 999   “Electronic Transmission” means each document, instruction, authorization, file, information and 1000   any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or 1001   otherwise to or from an E-System or other equivalent service. 1002   “Engagement Letter” means the engagement letter, dated as of March 16, 2015, addressed to the 1003   Borrower from the Arrangers and accepted by the Borrower. 1004     





 







   -19-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Environmental Laws” means all Requirements of Law and terms and conditions in Permits im-1005   posing liability or standards of conduct for or relating to the regulation and protection of human health 1006   and safety, the environment and natural resources, including CERCLA, the SWDA, the Hazardous Mate-1007   rials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal Insecticide, Fungicide, and Rodenticide 1008   Act (7 U.S.C. §§ 136 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Clean 1009   Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), 1010   the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Safe Drinking Water Act (42 1011   U.S.C. §§ 300(f) et seq.), all regulations promulgated under any of the foregoing, all analogous Require-1012   ments of Law and Permits and any environmental transfer of ownership notification or approval statutes, 1013   including the Industrial Site Recovery Act (N.J. Stat. Ann. §§ 13:1K-6 et seq.). 1014   “Environmental Liabilities” means all Liabilities (including costs of Remedial Actions, natural 1015   resource damages and costs and expenses of investigation and feasibility studies) that may be imposed on, 1016   incurred by or asserted against any Group Member as a result of, or related to, any claim, suit, action, in-1017   vestigation, proceeding or demand by any Person, whether based in contract, tort, implied or express war-1018   ranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmen-1019   tal Law or in connection with any environmental, health or safety condition or with any Release and re-1020   sulting from the ownership, lease, sublease or other operation or occupation of property by any Group 1021   Member, whether on, prior or after the date hereof. 1022   “ERISA” means the United States Employee Retirement Income Security Act of 1974. 1023   “ERISA Affiliate” means, collectively, any Group Member, and any Person under common con-1024   trol, or treated as a single employer, with any Group Member, within the meaning of Section 414(b) or (c) 1025   of the Code or, solely for purposes of Section 412 of the Code, under Section 414(m) or (o) of the Code. 1026   “ERISA Event” means any of the following:  (a) a reportable event described in Section 4043(c) 1027   of ERISA (other than any such event for which the 30-day notice requirement has been duly waived un-1028   der the applicable regulations) with respect to a Title IV Plan, (b) the withdrawal of any ERISA Affiliate 1029   from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial 1030   employer, as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a 1031   withdrawal under Section 4062(e) of ERISA, (c) the complete or partial withdrawal of any ERISA Affili-1032   ate from any Multiemployer Plan, (d) with respect to any Multiemployer Plan, the filing of a notice of 1033   reorganization, insolvency or termination (or treatment of a plan amendment as a termination) under Sec-1034   tion 4041A of ERISA or a determination that a Multiemployer Plan is in “endangered” or “critical” status 1035   (within the meaning of Section 432 of the Code or Section 305 of ERISA), (e) the filing of a notice of 1036   intent to terminate a Title IV Plan (or treatment of a plan amendment as a termination) under Section 1037   4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by 1038   the PBGC, (g) the failure of an ERISA Affiliate to make any required contribution to any Title IV Plan or 1039   Multiemployer Plan when due, (h) with respect to any Title IV Plan, a failure to satisfy the minimum 1040   funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived; (i) a 1041   determination that any Title IV Plan is, or is expected to be, in “at-risk” status (as defined in Section 1042   303(i)(4) of ERISA or Section 430(i)(4) of the Code), (j) the imposition of a lien under Section 430 of the 1043   Code or Section 303 or 4068 of ERISA on any property (or rights to property, whether real or personal) of 1044   any Group Member, (k) the failure of a Benefit Plan or any trust thereunder intended to qualify for tax 1045   exempt status under Section 401 or 501 of the Code to qualify thereunder and (l) any other event or con-1046   dition that would reasonably be expected to constitute grounds under Section 4042 of ERISA for the ter-1047   mination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for 1048   the imposition of any liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC 1049   premiums due but not delinquent. 1050     





 







   -20-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “E-Signature” means the process of attaching to or logically associating with an Electronic 1051   Transmission an electronic symbol, encryption, digital signature or process (including the name or an ab-1052   breviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, au-1053   thenticate or accept such Electronic Transmission. 1054   “E-System” means any electronic system, including Intralinks®, ClearPar® and SyndTrak® and 1055   any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by 1056   the Administrative Agent, any of its Related Persons or any other Person, providing for access to data 1057   protected by passcodes or other security system. 1058   “Euro” means the single currency of participating member states of the economic and monetary 1059   union as contemplated in the Treaty on the European Union. 1060   “Eurodollar Base Rate” means, for each Interest Period, the offered rate per annum for deposits of 1061   Dollars for the applicable Interest Period that appears on Reuters Screen LIBOR 01 Page as of 11:00 a.m. 1062   (London, England time) two Business Days prior to the first day in such Interest Period.  If no such of-1063   fered rate exists, such rate will be the rate of interest per annum, as determined by the Administrative 1064   Agent at which deposits of Dollars in immediately available funds are offered at 11:00 a.m. (London, 1065   England time) two Business Days prior to the first day in such interest period by major financial institu-1066   tions reasonably satisfactory to the Administrative Agent in the London interbank market for such interest 1067   period for the applicable principal amount on such date of determination.  Notwithstanding the foregoing, 1068   the Eurodollar Base Rate shall in no event be less than zero. 1069   “Eurodollar Rate” means for any Interest Period with respect to a Eurodollar Rate Loan: the rate 1070   per annum obtained by dividing (i) (a) the rate per annum equal to the rate determined by the Administra-1071   tive Agent to be the London interbank offered rate administered by the ICE Benchmark Administration 1072   (or any other person which takes over the administration of that rate) for deposits (for delivery on the first 1073   day of such period) with a term equivalent to such period in Dollars displayed on page LIBOR01 of the 1074   Reuters Screen (or any replacement Reuters page which displays that rate) or on the appropriate page of 1075   such other information service which publishes that rate from time to time in place of Reuters, determined 1076   as of approximately 11:00 a.m. (London, England time) on such interest rate determination date, or (b) in 1077   the event the rate referenced in the preceding clause (a) is not available, the rate per annum determined by 1078   the Administrative Agent as the rate of interest equal to the offered quotation rate to major banks in the 1079   offshore Dollar market at their request by the Administrative Agent’s London Branch for deposits (for 1080   delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to 1081   the principal amount of the Revolving Loan, for which the Eurodollar Rate is then being determined with 1082   maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such 1083   interest rate determination date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Re-1084   quirement; provided that, if such rate per annum is less than zero, the Eurodollar Rate will be deemed to 1085   be zero for purposes of this Agreement; provided that, notwithstanding the foregoing, with respect to the 1086   Initial Term Loans only, the Eurodollar Rate shall in no event be less than 1.00% per annum.  1087   “Eurodollar Rate Loan” means any Loan that bears interest based on the Eurodollar Rate. 1088   “Eurodollar Reserve Requirements” means, with respect to any Interest Period and for any Euro-1089   dollar Rate Loan, a rate per annum equal to the aggregate, without duplication, of the maximum rates (ex-1090   pressed as a decimal number) of reserve requirements in effect 2 Business Days prior to the first day of 1091   such Interest Period (including basic, supplemental, marginal and emergency reserves) under any regula-1092   tions of the Federal Reserve Board or other Governmental Authority having jurisdiction with respect 1093   thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as 1094     





 







   -21-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “eurocurrency liabilities” in Regulation D of the Federal Reserve Board) maintained by a member bank of 1095   the United States Federal Reserve System. 1096   “Event of Default” has the meaning specified in Article 9. 1097   “Excess Cash Flow” means, for any period, an amount equal to the excess of: 1098   (i) the sum, without duplication, of: 1099   (a) Consolidated Net Income for such period, 1100   (b) an amount equal to the amount of all non-cash charges to the extent de-1101   ducted in arriving at such Consolidated Net Income and cash receipts to the extent ex-1102   cluded in arriving at such Consolidated Net Income, 1103   (c) decreases in Consolidated Working Capital for such period (other than 1104   (1) reclassification of items from short-term to long-term or vice versa and (2) any such 1105   decreases arising from acquisitions or asset sales by Borrower and its Restricted Subsidi-1106   aries completed during such period), 1107   (d) an amount equal to the aggregate net non-cash loss on asset sales by Bor-1108   rower and its Restricted Subsidiaries during such period (other than asset sales in the or-1109   dinary course of business) to the extent deducted in arriving at such Consolidated Net In-1110   come, and 1111   (e) cash receipts in respect of Hedging Agreements during such period to the 1112   extent not otherwise included in Consolidated Net Income, 1113   minus (ii) the sum, without duplication, of: 1114   (a) an amount equal to the amount of all non-cash credits included in arriv-1115   ing at such Consolidated Net Income, cash charges to the extent excluded in arriving at 1116   such Consolidated Net Income, and Transaction Expenses to the extent not deducted in 1117   arriving at such Consolidated Net Income and paid in cash during such period, 1118   (b) without duplication of amounts deducted pursuant to clause (k) below in 1119   prior periods, the amount of Capital Expenditures or acquisitions of Intellectual Property 1120   accrued or made in cash during such period, except to the extent that such Capital Ex-1121   penditures or acquisitions were financed with the proceeds of long term Indebtedness of 1122   Borrower or its Restricted Subsidiaries (unless such Indebtedness has been repaid) other 1123   than Revolving Loans or intercompany loans, 1124   (c) the aggregate amount of all principal payments of Indebtedness of Bor-1125   rower and its Restricted Subsidiaries (including (1) the principal component of payments 1126   in respect of Capitalized Lease Obligations, (2) the amount of any scheduled repayment 1127   of Term Loans pursuant to Section 2.6, and (3) the amount of a mandatory prepayment of 1128   Term Loans pursuant to Section 2.8(c) to the extent required due to an asset sale that re-1129   sulted in an increase to Consolidated Net Income and not in excess of the amount of such 1130   increase) but excluding (x) all other prepayments of Term Loans made during such peri-1131   od, (y) all prepayments and repayments of Revolving Loans and Swingline Loans and (z) 1132   all prepayments in respect of any other revolving credit facility, except in the case of 1133     





 







   -22-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   clauses (y) and (z) to the extent there is an equivalent permanent reduction in commit-1134   ments thereunder, in each case, except to the extent financed with the proceeds of other 1135   long term Indebtedness of Borrower or its Restricted Subsidiaries, 1136   (d) an amount equal to the aggregate net non-cash gain on asset sales by 1137   Borrower and its Restricted Subsidiaries during such period (other than asset sales in the 1138   ordinary course of business) to the extent included in arriving at such Consolidated Net 1139   Income, 1140   (e) increases in Consolidated Working Capital for such period (other than 1141   (1) reclassification of items from short-term to long-term or vice versa and (2) any such 1142   increases arising from acquisitions or asset sales by Borrower and its Restricted Subsidi-1143   aries completed during such period), 1144   (f) payments by Borrower and its Restricted Subsidiaries during such period 1145   in respect of long-term liabilities of Borrower and its Restricted Subsidiaries other than 1146   Indebtedness, to the extent not already deducted from Consolidated Net Income, 1147   (g) without duplication of amounts deducted pursuant to clause (k) below in 1148   prior fiscal periods, the aggregate amount of cash consideration paid by Borrower and its 1149   Restricted Subsidiaries (on a consolidated basis) in connection with Investments (includ-1150   ing acquisitions) made during such period constituting Permitted Investments or made 1151   pursuant to Section 8.3 to the extent that such Investments were not financed with the 1152   proceeds received from (1) the issuance or incurrence of long term Indebtedness or (2) 1153   the issuance of Stock, 1154   (h) the amount of Restricted Payments paid during such period (on a consol-1155   idated basis) by Borrower and its Restricted Subsidiaries to the extent such dividends 1156   were not financed with the proceeds received from (1) the issuance or incurrence of long-1157   term Indebtedness or (2) the issuance of Stock, 1158   (i) the aggregate amount of expenditures actually made by Borrower and its 1159   Restricted Subsidiaries in cash during such period (including expenditures for the pay-1160   ment of financing fees) to the extent that such expenditures are not expensed during such 1161   period and are not deducted in calculating Consolidated Net Income, 1162   (j) the aggregate amount of any premium, make-whole, or penalty payments 1163   actually paid in cash by Borrower and its Restricted Subsidiaries during such period that 1164   are made in connection with any prepayment of Indebtedness to the extent that such 1165   payments are not deducted in calculating Consolidated Net Income, 1166   (k) without duplication of amounts deducted from Excess Cash Flow in prior 1167   periods, the aggregate consideration required to be paid in cash and the reasonably antici-1168   pated costs and expenses to be paid in cash by the Borrower and its Restricted Subsidiar-1169   ies pursuant to binding contract commitments, letters of intent and/or similar items (the 1170   “Contract Consideration”) entered into prior to or during such period relating to Invest-1171   ments permitted under this Agreement or Capital Expenditures or acquisitions of Intellec-1172   tual Property to the extent expected to be consummated or made during the period of four 1173   consecutive fiscal quarters of the Borrower following the end of such period; provided 1174   that to the extent the aggregate amount of cash actually utilized to finance such Invest-1175   ment, Capital Expenditures or acquisitions of Intellectual Property during such period of 1176     





 







   -23-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   four consecutive fiscal quarters is less than the Contract Consideration, the amount of 1177   such shortfall shall be added to the calculation of Excess Cash Flow at the end of such 1178   period of four consecutive fiscal quarters, 1179   (l) the amount of taxes (including penalties and interest) paid in cash or tax 1180   reserves set aside or payable (without duplication) in such period to the extent they ex-1181   ceed the amount of tax expense deducted in determining Consolidated Net Income for 1182   such period, and 1183   (m) cash expenditures in respect of Hedging Agreements during such fiscal 1184   year to the extent not deducted in arriving at such Consolidated Net Income. 1185   “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and 1186   regulations of the SEC promulgated thereunder, as amended. 1187   “Excluded Contribution” means Net Cash Proceeds or property or assets received by the Borrow-1188   er as capital contributions to the equity (other than through the issuance of Disqualified Stock or Desig-1189   nated Preferred Stock) of the Borrower after the Closing Date or from the issuance or sale (other than to a 1190   Restricted Subsidiary or an employee stock ownership plan or trust established by the Borrower or any 1191   Subsidiary of the Borrower for the benefit of their employees to the extent funded by the Borrower or any 1192   Restricted Subsidiary) of Stock (other than Disqualified Stock or Designated Preferred Stock) of the Bor-1193   rower, in each case, to the extent designated as an Excluded Contribution pursuant to a certificate of a 1194   Responsible Officer of the Borrower.  1195   “Excluded Information” has the meaning specified in Section 11.2(c). 1196   “Excluded Subsidiary” means any Subsidiary that is (a) an Unrestricted Subsidiary that is desig-1197   nated as such by the Borrower, (b) an Immaterial Subsidiary that is designated as such by the Borrower, 1198   (c) a joint venture, (d) a Subsidiary that is prohibited or restricted by applicable law, rule or regulation 1199   from guaranteeing the Facilities or which would require governmental (including regulatory) consent, 1200   approval, license or authorization to provide a guarantee unless such consent, approval, license or author-1201   ization has been received, (e) any subsidiary that is an investment company under the Investment Compa-1202   ny Act of 1940, (f) a CFC Holding Company, (g) a Domestic Subsidiary that is a Subsidiary of a Foreign 1203   Subsidiary that is a CFC, (h) a CFC, (i) not-for-profit subsidiaries and captive insurance companies, 1204   (j) any Restricted Subsidiary acquired pursuant to a permitted acquisition financed with secured Indebt-1205   edness permitted under Section 8.1 as assumed Indebtedness and any Restricted Subsidiary thereof that 1206   guarantees such secured Indebtedness, in each case to the extent such secured Indebtedness prohibits such 1207   subsidiary from becoming a Guarantor and such prohibition was not incurred in contemplation of such 1208   acquisition; provided that any such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely 1209   pursuant to this clause (j) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted 1210   Subsidiary ceases to guarantee such secured Indebtedness or such prohibition no longer exists, as applica-1211   ble and (k) any other Subsidiary for which providing a Guarantee of the Obligations would result in mate-1212   rial adverse tax consequences as reasonably determined by the Borrower in consultation with the Admin-1213   istrative Agent. 1214   “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and 1215   to the extent that, all or a portion of the Guarantee Obligation of such Guarantor of, or the grant by such 1216   Guarantor of a security interest pursuant to the Guaranty and Security Agreement to secure, such Swap 1217   Obligation (or any guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange 1218   Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or 1219   official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an 1220     





 







   -24-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “eligible contract participant” as defined in the Commodity Exchange Act at the time such Guarantee Ob-1221   ligation of such Guarantor or the grant of such security interest would otherwise have become effective 1222   with respect to such related Swap Obligation but for such Guarantor’s failure to constitute an “eligible 1223   contract participant” at such time. 1224   “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, or any other re-1225   cipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or un-1226   der any other Loan Document, (i) Taxes imposed on or measured by its overall net income, net profits, or 1227   branch profits (however denominated, and including (for the avoidance of doubt) any backup withholding 1228   in respect thereof under Section 3406 of the Code or any similar provision of state, local, or foreign law), 1229   and franchise (and similar) Taxes imposed on it (in lieu of net income Taxes), in each case by a jurisdic-1230   tion (including any political subdivision thereof) as a result of such recipient being organized in, having 1231   its principal office in, or in the case of any Lender, having its applicable lending office in, such jurisdic-1232   tion, or as a result of any other present or former connection with such jurisdiction (other than any such 1233   connection arising solely from this Agreement or any other Loan Documents or any transactions contem-1234   plated thereunder), (ii) any withholding Tax imposed on any payment by or on account of any obligation 1235   of any Loan Party hereunder or under any other Loan Document that is required to be imposed on 1236   amounts payable to or for the account of a Lender pursuant to laws in force at the time such Lender ac-1237   quires an interest in any Loan Document (or designates a new lending office), other than in the case of a 1238   Lender that is an assignee pursuant to a request by the Borrower under Section 2.18(a) (or that designates 1239   a new lending office pursuant to a request by the Borrower), except to the extent that such Lender (or its 1240   assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assign-1241   ment), to receive additional amounts from the Loan Parties with respect to such withholding Tax pursuant 1242   to Section 2.17, (iii) any withholding Taxes attributable to a recipient’s failure to comply with Section 1243   2.17(e), or (iv) any withholding Tax imposed under FATCA. 1244   “Existing Agent” means General Electric Capital Corporation in its capacity as administrative 1245   agent under the Existing Credit Agreement. 1246   “Existing Credit Agreement” means that certain Credit Agreement, dated as of April 4, 2012, 1247   among Townsquare Radio, LLC, as borrower, Townsquare Radio Holdings, LLC, as one of the guaran-1248   tors, the institutions party thereto as lenders and L/C issuers, General Electric Capital Corporation, as ad-1249   ministrative agent, and the other parties thereto, as amended by that certain Amendment No. 1 to the Ex-1250   isting Credit Agreement dated as of November 7, 2012, as further amendment by that certain Amendment 1251   No. 2 to the Existing Credit Agreement dated as of August 30, 2013, and as further amendment by that 1252   certain Amendment No. 3 to the Existing Credit Agreement dated as of July 11, 2014. 1253   “Existing Revolver Tranche” has the meaning set forth in Section 2.21(b). 1254   “Existing Senior Unsecured Note Agreement” means the Indenture, dated as of April 4, 2012, 1255   among the Borrower and Wilmington Trust, National Association, as trustee. 1256   “Existing Senior Unsecured Notes” means the Borrower’s 9.00% senior secured notes issued pur-1257   suant to the Existing Senior Unsecured Note Agreement. 1258   “Existing Term Loan Tranche” has the meaning set forth in Section 2.21(a). 1259   “Expiring Credit Commitment” has the meaning set forth in Section 2.24(e). 1260   “Extended Revolving Credit Commitments” has the meaning set forth in Section 2.21(b). 1261     





 







   -25-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Extended Term Loans” has the meaning set forth in Section 2.21(a). 1262   “Extending Revolving Credit Lender” has the meaning set forth in Section 2.21(c). 1263   “Extending Term Lender” has the meaning set forth in Section 2.21(c). 1264   “Extension” means the establishment of an Extension Series by amending a Loan pursuant to the 1265   terms of Section 2.21 and the applicable Extension Amendment. 1266   “Extension Amendment” has the meaning set forth in Section 2.21(d). 1267   “Extension Election” has the meaning set forth in Section 2.21(c). 1268   “Extension Request” means any Term Loan Extension Request or a Revolver Extension Request, 1269   as the case may be. 1270   “Extension Series” means any Term Loan Extension Series or a Revolver Extension Series, as the 1271   case may be. 1272   “Facility” means the Revolving Credit Facility, a given Extension Series of Extended Revolving 1273   Credit Commitments, a given Refinancing Series of Refinancing Revolving Loans, the Term Facility, a 1274   given Extension Series of Extended Term Loans, a given Class of Incremental Term Loans or a given 1275   Refinancing Series of Refinancing Term Loans, as the context may require.  1276   “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or 1277   any amended or successor version that is substantively comparable and not materially more onerous to 1278   comply with), any current or future regulations or official interpretations thereof, any agreements entered 1279   into pursuant to Section 1471(b)(1) of the Code as of the date of this Agreement (or any amended or suc-1280   cessor version described above), and any intergovernmental agreements (or related legislation or official 1281   administrative rules or practices) implementing the foregoing. 1282   “FCC” means the Federal Communications Commission or any Governmental Authority suc-1283   ceeding to the Federal Communications Commission. 1284   “FCC Licenses” means the licenses, permits, authorizations or certificates to construct, own or 1285   operate the television or radio stations granted by the FCC, and all extensions, additions and renewals 1286   thereto or thereof. 1287   “Federal Flood Insurance” means federally backed Flood Insurance available under the National 1288   Flood Insurance Program to owners of real property improvements located in Special Flood Hazard Areas 1289   in a community participating in the National Flood Insurance Program. 1290   “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each 1291   day during such period to the weighted average of the rates on overnight federal funds transactions with 1292   members of the Federal Reserve System arranged by federal funds brokers, as determined by the Admin-1293   istrative Agent in its sole discretion. 1294   “Federal Reserve Board” means the Board of Governors of the United States Federal Reserve 1295   System and any successor thereto. 1296     





 







   -26-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Fee Letter” means the letter agreement, dated as of April 1, 2015, addressed to the Borrower 1297   from the Administrative Agent and accepted by the Borrower, with respect to certain fees to be paid from 1298   time to time to the Administrative Agent and its Related Persons. 1299   “FEMA” means the Federal Emergency Management Agency, a component of the U.S. Depart-1300   ment of Homeland Security that administers the National Flood Insurance Program. 1301   “Financial Statement” means each financial statement delivered pursuant to Section 4.4 or 6.1. 1302   “FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as 1303   amended. 1304   “First Lien Leverage Ratio” means, with respect to any Person as of any date, the ratio of 1305   (a) Consolidated Total Debt of such Person outstanding as of such date that is secured by a Lien (less any 1306   such Consolidated Total Debt that is secured on a junior basis to the lien securing the Obligations), to (b) 1307   Consolidated EBITDA for such Person for the last period of four consecutive Fiscal Quarters ending on 1308   or before such date. 1309   “First Lien Net Leverage Ratio” means, with respect to any Person as of any date, the ratio of 1310   (a) Consolidated Total Debt of such Person outstanding as of such date that is secured by a Lien (less any 1311   such Consolidated Total Debt that is secured on a junior basis to the lien securing the Obligations), minus 1312   unrestricted cash and Cash Equivalents of Borrower and its Restricted Subsidiaries (other than the pro-1313   ceeds of any Indebtedness the incurrence of which gives rise to the need to calculate the First Lien Net 1314   Leverage Ratio) to (b) Consolidated EBITDA for such Person for the last period of four consecutive Fis-1315   cal Quarters ending on or before such date. 1316   “Fiscal Quarter” means each 3 fiscal month period ending on March 31, June 30, September 30 or 1317   December 31. 1318   “Fiscal Year” means the twelve-month period ending on December 31. 1319   “Fixed Charges” means, with respect to any Person for any period, the sum of:  1320   (a) Consolidated Interest Expense of such Person for such period;  1321   (b) all cash dividends or other distributions paid (excluding items eliminated in con-1322   solidation) on any series of Preferred Stock of any Restricted Subsidiary of such Person during 1323   such period; and  1324   (c) all cash dividends or other distributions paid (excluding items eliminated in con-1325   solidation) on any series of Disqualified Stock during this period.  1326   “Fixed Dollar Incremental Amount” has the meaning specified in Section 2.19(d)(ii). 1327   “Flood Insurance” means, for any Mortgaged Property located in a Special Flood Hazard Area, 1328   Federal Flood Insurance or private insurance that meets the requirements set forth by the Flood Insurance 1329   Laws. 1330   “Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now 1331   or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as 1332   now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act 1333     





 







   -27-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act 1334   of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood 1335   Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto. 1336   “Foreign Disposition” has the meaning specified in Section 2.8(d). 1337   “Foreign Subsidiary” means each Subsidiary that is not a Domestic Subsidiary. 1338   “Funded Debt” means all Indebtedness of Borrower and its Restricted Subsidiaries for borrowed 1339   money that matures more than one year from the date of its creation or matures within one year from such 1340   date that is renewable or extendable, at the option of Borrower or any Restricted Subsidiary, to a date 1341   more than one year from the date of its creation or arises under a revolving credit or similar agreement 1342   that obligates the lender or lenders to extend credit during a period of more than one year from such date 1343   (including all amounts of such Funded Debt required to be paid or prepaid within one year from the date 1344   of its creation), and, in the case of Borrower or the Guarantors, Indebtedness in respect of the Loans and 1345   Senior Notes. 1346   “GAAP” means generally accepted accounting principles in the United States of America, as in 1347   effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board 1348   and the American Institute of Certified Public Accountants, in the statements and pronouncements of the 1349   Financial Accounting Standards Board and in such other statements by such other entity as may be in 1350   general use by significant segments of the accounting profession that are applicable to the circumstances 1351   as of the date of determination.  Subject to Section 1.3, all references to “GAAP” shall be to GAAP ap-1352   plied consistently with the principles used in the preparation of the Financial Statements described in Sec-1353   tion 4.4(a). 1354   “Governmental Authority” means any nation, sovereign or government, any state, province, terri-1355   tory or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity 1356   or authority exercising executive, legislative, taxing, judicial, regulatory, self-regulatory or administrative 1357   functions of or pertaining to government, including any central bank, stock exchange, regulatory body, 1358   arbitrator, public sector entity, supra national entity (including the European Union and the European 1359   Central Bank) and any self-regulatory organization (including the National Association of Insurance 1360   Commissioners). 1361   “Group Members” means, collectively, the Borrower and its Subsidiaries. 1362   “Group Members’ Accountants” means McGladrey LLP or other nationally-recognized inde-1363   pendent registered certified public accountants acceptable to the Administrative Agent. 1364   “GTP” has the meaning specified in Section 8.4(y). 1365   “Guarantor” means each Restricted Subsidiary of the Borrower that is a wholly owned Domestic 1366   Subsidiary (other than an Excluded Subsidiary; provided that an Immaterial Subsidiary which is a Re-1367   stricted Subsidiary may be designated as a Guarantor at the option of Borrower) and each other Person 1368   that enters into any Guaranty Obligation with respect to any Obligation of any Loan Party. 1369   “Guaranty and Security Agreement” means a guaranty and security agreement, in substantially 1370   the form of Exhibit H, among the Administrative Agent, the Borrower and the Guarantors from time to 1371   time party thereto. 1372     





 







   -28-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Guaranty Obligation” means any obligation, contingent or otherwise, of any Person directly or 1373   indirectly guaranteeing any Indebtedness of any other Person, including any such obligation, direct or 1374   indirect, contingent or otherwise, of such Person:  1375   (1) to purchase or pay (or advance or supply funds for the purchase or payment of) 1376   such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or 1377   by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to 1378   maintain financial statement conditions or otherwise); or  1379   (2) entered into primarily for purposes of assuring in any other manner the obligee of 1380   such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof 1381   (in whole or in part);  1382   provided, however, that the term “Guaranty Obligation” will not include (x) endorsements for collection 1383   or deposit in the ordinary course of business or consistent with past practice and (y) standard contractual 1384   indemnities or product warranties provided in the ordinary course of business; provided further that the 1385   amount of any Guarantee shall be deemed to be the lower of (i) an amount equal to the stated or determi-1386   nable amount of the primary obligation in respect of which such Guarantee is made and (ii) the maximum 1387   amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embod-1388   ying such Guarantee or, if such Guarantee is not an unconditional Guarantee of the entire amount of the 1389   primary obligation and such maximum amount is not stated or determinable, the amount of such guaran-1390   teeing Person’s maximum reasonably anticipated liability in respect thereof as determined by such Person 1391   in good faith.  The term “Guarantee” used as a verb has a corresponding meaning. 1392   “Hazardous Material” means any substance, material or waste that is classified, regulated or oth-1393   erwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or 1394   by other words of similar meaning or regulatory effect, including petroleum or any fraction thereof, as-1395   bestos, polychlorinated biphenyls and radioactive substances. 1396   “Hedging Agreement” means any Interest Rate Contract, foreign exchange, swap, option or for-1397   ward contract, spot, cap, floor or collar transaction, any other derivative instrument and any other similar 1398   speculative transaction and any other similar agreement or arrangement designed to alter the risks of any 1399   Person arising from fluctuations in any underlying variable. 1400   “Immaterial Subsidiary” means, at any date of determination, each Restricted Subsidiary of the 1401   Borrower that has been designated by the Borrower in writing to the Administrative Agent as an “Imma-1402   terial Subsidiary” for purposes of this Agreement (and not redesignated as a Material Subsidiary as pro-1403   vided below; provided that (a) for purposes of this Agreement (i) such Immaterial Subsidiary has not 1404   guaranteed any other Indebtedness of any Loan Party and (ii) such Immaterial Subsidiary has Total Assets 1405   together with all other Immaterial Subsidiaries (as determined in accordance with GAAP) and Consoli-1406   dated EBITDA of less than 5.0% of the Borrower’s Total Assets and Consolidated EBITDA respectively 1407   (measured, in the case of Total Assets, at the end of the most recent fiscal period for which internal finan-1408   cial statements are available and, in the case of Consolidated EBITDA, for the most recently ended four 1409   consecutive fiscal quarters ended for which internal consolidated financial statements are available, in 1410   each case measured on a pro forma basis giving effect to any acquisitions or dispositions of companies, 1411   division or lines of business since such balance sheet date or the start of such four quarter period, as ap-1412   plicable, and on or prior to the date of acquisition of such Subsidiary), (b) the Borrower shall not desig-1413   nate any new Immaterial Subsidiary if such designation would not comply with the provisions set forth in 1414   clause (a) above and (c) if the Consolidated EBITDA or Total Assets of all Subsidiaries so designated by 1415   the Borrower as “Immaterial Subsidiaries” (and not redesignated as “Material Subsidiaries”) shall at any 1416   time exceed the limits set forth in clause (a) above, then all such Subsidiaries shall be deemed to be Mate-1417     





 







   -29-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   rial Subsidiaries unless and until the Borrower shall redesignate one or more Immaterial Subsidiaries as 1418   Material Subsidiaries, in each case in a written notice to the Administrative Agent, and, as a result there-1419   of, the Consolidated EBITDA and Total Assets of all Subsidiaries still designated as “Immaterial Subsidi-1420   aries” do not exceed such limits; provided, further, that no License Subsidiary may be designated as an 1421   Immaterial Subsidiary.   1422   “Impacted Lender” means any Lender that fails to provide the Administrative Agent, within three 1423   Business Days following the Administrative Agent’s written request, satisfactory assurance that such 1424   Lender will not become a Non-Funding Lender, or any Lender that has a Person that directly or indirectly 1425   controls such Lender and such Person (other than by way of an Undisclosed Administration) (a) becomes 1426   subject to a voluntary or involuntary case under the Bankruptcy Code or any similar bankruptcy laws, (b) 1427   has appointed a custodian, conservator, receiver or similar official for such Person or any substantial part 1428   of such Person’s assets, or (c) makes a general assignment for the benefit of creditors, is liquidated, or is 1429   otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over 1430   such Person or its assets to be, insolvent or bankrupt, and for each of clauses (a) through (c), the Adminis-1431   trative Agent has determined that such Lender is reasonably likely to become a Non-Funding Lender.  For 1432   purposes of this definition, control of a Person shall have the same meaning as in the second sentence of 1433   the definition of Affiliate. 1434   “Incremental Amendment” has the meaning set forth in Section 2.19(f). 1435   “Incremental Equivalent Debt” has the meaning specified in Section 8.1(p). 1436   “Incremental Facilities” has the meaning set forth in Section 2.19(a). 1437   “Incremental Facility Closing Date” has the meaning set forth in Section 2.19(d). 1438   “Incremental Lenders” has the meaning set forth in Section 2.19(d). 1439   “Incremental Loan” has the meaning set forth in Section 2.19(b). 1440   “Incremental Request” has the meaning set forth in Section 2.19(a). 1441   “Incremental Term Commitments” has the meaning set forth in Section 2.19(a). 1442   “Incremental Term Lender” has the meaning set forth in Section 2.19(c). 1443   “Incremental Term Loan” has the meaning set forth in Section 2.19(b). 1444   “Incur” means issue, create, assume, enter into any Guaranty Obligation, incur, extend or other-1445   wise become liable for; provided, however, that any Indebtedness or Stock of a Person existing at the time 1446   such Person becomes a Restricted Subsidiary (whether by merger, amalgamation, consolidation, acquisi-1447   tion or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a 1448   Restricted Subsidiary and the terms “Incurred” and “Incurrence” have meanings correlative to the forego-1449   ing and any Indebtedness pursuant to any revolving credit or similar facility shall only be “Incurred” at 1450   the time any funds are borrowed thereunder. 1451   “Indebtedness” means, with respect to any Person on any date of determination (without duplica-1452   tion): 1453   (1) the principal of indebtedness of such Person for borrowed money;  1454     





 







   -30-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (2) the principal of obligations of such Person evidenced by bonds, debentures, notes 1455   or other similar instruments;  1456   (3) all reimbursement obligations of such Person in respect of letters of credit, bank-1457   ers’ acceptances or other similar instruments (the amount of such obligations being equal at any 1458   time to the aggregate then undrawn and unexpired amount of such letters of credit or other in-1459   struments plus the aggregate amount of drawings thereunder that have not been reimbursed) (ex-1460   cept to the extent such reimbursement obligations relate to trade payables and such obligations 1461   are satisfied within 30 days of Incurrence);  1462   (4) the principal component of all obligations of such Person to pay the deferred and 1463   unpaid purchase price of property (except trade payables), which purchase price is due more than 1464   one year after the date of placing such property in service or taking final delivery and title thereto;  1465   (5) Capitalized Lease Obligations of such Person;  1466   (6) the principal component of all obligations, or liquidation preference, of such Per-1467   son with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary of the 1468   Borrower, any Preferred Stock (but excluding, in each case, any accrued dividends);  1469   (7) the principal component of all Indebtedness of other Persons secured by a Lien 1470   on any asset of such Person, whether or not such Indebtedness is assumed by such Person; pro-1471   vided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market val-1472   ue of such asset at such date of determination (as determined in good faith by the Borrower) and 1473   (b) the amount of such Indebtedness of such other Persons;  1474   (8) Guaranty Obligations by such Person of the principal component of Indebtedness 1475   of other Persons to the extent guaranteed by such Person; and  1476   (9) to the extent not otherwise included in this definition, net obligations of such Per-1477   son under Hedging Agreements (the amount of any such obligations to be equal at any time to the 1478   net payments under such agreement or arrangement giving rise to such obligation that would be 1479   payable by such Person at the termination of such agreement or arrangement); 1480   with respect to clauses (1), (2), (4) and (5) above, if and to the extent that any of the foregoing Indebted-1481   ness (other than letters of credit and Hedging Agreement) would appear as a liability upon a balance sheet 1482   (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided, that In-1483   debtedness of any Parent Entity appearing upon the balance sheet of the Borrower solely by reason of 1484   push-down accounting under GAAP shall be excluded. 1485   The term “Indebtedness” shall not include any lease, concession or license of property (or guaran-1486   tee thereof) which would be considered an operating lease under GAAP as in effect on the Closing Date, 1487   any prepayments of deposits received from clients or customers in the ordinary course of business, or ob-1488   ligations under any license, permit or other approval (or guarantees given in respect of such obligations) 1489   Incurred prior to the Closing Date or in the ordinary course of business or consistent with past practice.   1490   The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar 1491   facility shall be the total amount of funds borrowed and then outstanding.  The amount of any Indebted-1492   ness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness is-1493   sued with original issue discount and (b) the principal amount of Indebtedness, or liquidation preference 1494   thereof, in the case of any other Indebtedness. Indebtedness shall be calculated without giving effect to 1495     





 







   -31-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   the effects of Financial Accounting Standards Board Accounting Standards Codification Topic No. 815 1496   and related interpretations to the extent such effects would otherwise increase or decrease an amount of 1497   Indebtedness for any purpose under this Agreement as a result of accounting for any embedded deriva-1498   tives created by the terms of such Indebtedness.   1499   Notwithstanding the above provisions, in no event shall the following constitute Indebtedness:  1500    (i) contingent obligations Incurred in the ordinary course of business or consistent 1501   with past practice, other than guarantees or other assumptions of Indebtedness;  1502    (ii) cash management services; 1503    (iii) in connection with the purchase by the Borrower or any of its Subsidiaries of any 1504   business, any post-closing payment adjustments to which the seller may become entitled to the 1505   extent such payment is determined by a final closing balance sheet or such payment depends on 1506   the performance of such business after the closing; provided, however, that, at the time of closing, 1507   the amount of any such payment is not determinable and, to the extent such payment thereafter 1508   becomes fixed and determined, the amount is paid in a timely manner;  1509    (iv) any lease, concession or license of property (or guarantee thereof) which would 1510   be considered an operating lease under GAAP as in effect on the Closing Date or any prepay-1511   ments of deposits received from clients or customers in the ordinary course of business or con-1512   sistent with past practice;  1513    (v) obligations under any license, permit or other approval (or guarantees given in 1514   respect of such obligations) incurred prior to the Closing Date or in the ordinary course of busi-1515   ness or consistent with past practice; or  1516    (iv) for the avoidance of doubt, any obligations in respect of workers’ compensation 1517   claims, early retirement or termination obligations, pension fund obligations or contributions or 1518   similar claims, obligations or contributions or social security or wage Taxes. 1519   “Indemnified Matters” has the meaning specified in Section 11.4(a). 1520   “Indemnified Taxes” means (a) all Taxes imposed on or with respect to any payment by or on ac-1521   count of any obligation of any Loan Party hereunder or under any other Loan Document, other than Ex-1522   cluded Taxes and (b) Other Taxes. 1523   “Indemnitee” has the meaning specified in Section 11.4(a). 1524   “Independent Financial Advisor” means an investment banking or accounting firm of internation-1525   al standing or any third party appraiser of international standing; provided, however, that such firm or 1526   appraiser is not an Affiliate of the Borrower. 1527   “Initial Projections” means those financial projections, dated March 2, 2015, covering the Fiscal 1528   Years ending in 2015 through 2019 and delivered to the Administrative Agent by the Borrower prior to 1529   the date hereof. 1530   “Initial Term Loans” means the term loans made by the Lenders on the Closing Date to the Bor-1531   rower pursuant to Section 2.1(b). 1532     





 







   -32-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Initial Term Loan Commitment” means, as to each Term Lender, its commitment to make an In-1533   itial Term Loan on the Closing Date to the Borrower pursuant to Section 2.1(b) in the amount set forth 1534   opposite such Lender’s name in Schedule I hereto.  The aggregate amount of the Initial Term Loan Com-1535   mitments is $275,000,000. 1536   “Intellectual Property” means all rights, title and interests in or relating to intellectual property 1537   and industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto, 1538   including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses. 1539   “Intercompany License Agreement” means any cost sharing agreement, commission or royalty 1540   agreement, license or sub-license agreement, distribution agreement, services agreement, intellectual 1541   property rights transfer agreement or any related agreements, in each case where all the parties to such 1542   agreement are the Borrower or a Restricted Subsidiary.  1543   “Interest Period” means, with respect to any Eurodollar Rate Loan, the period commencing on the 1544   date such Eurodollar Rate Loan is made or converted to a Eurodollar Rate Loan as selected by the Bor-1545   rower pursuant hereto; or, if such loan is continued, on the last day of the immediately preceding Interest 1546   Period therefor and, in each case, ending 1, 2, 3 or 6 or, if available to, and agreed to by, all applicable 1547   Lenders, 12 months or any other then available shorter period thereafter, as selected by the Borrower pur-1548   suant hereto; provided, however, that (a) if any Interest Period would otherwise end on a day that is not a 1549   Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the re-1550   sult of such extension would be to extend such Interest Period into another such Business Day falling in 1551   the next calendar month, in which case such Interest Period shall end on the immediately preceding Busi-1552   ness Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for 1553   which there is no numerically corresponding day in the calendar month at the end of such Interest Period) 1554   shall end on the last Business Day of a calendar month, (c) the Borrower may not select any Interest Peri-1555   od in the case of Revolving Loans, ending after the Revolving Credit Facility Maturity Date, (d) the Bor-1556   rower may not select any Interest Period in respect of Revolving Loans having an aggregate principal 1557   amount of less than $1,000,000 and (e) there shall be outstanding at any one time no more than 10 Interest 1558   Periods. 1559   “Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, 1560   interest rate collar agreements and interest rate insurance. 1561   “Internet Domain Names” means all rights, title and interests (and all related IP Ancillary Rights) 1562   arising under any Requirement of Law in or relating to Internet domain names. 1563   “Investment” means, with respect to any Person, all investments by such Person in other Persons 1564   (including Affiliates) in the form of any direct or indirect advance, loan or other extensions of credit (oth-1565   er than advances or extensions of credit to customers, suppliers, directors, officers or employees of any 1566   Person in the ordinary course of business, and excluding any debt or extension of credit represented by a 1567   bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or oth-1568   er property to others or any payment for property or services for the account or use of others), or the In-1569   currence of a Guaranty Obligation in respect of, or any purchase or acquisition of Security issued by, such 1570   other Persons and all other items that are or would be classified as investments on a balance sheet pre-1571   pared on the basis of GAAP; provided, however, that endorsements of negotiable instruments and docu-1572   ments in the ordinary course of business will not be deemed to be an Investment.  If the Borrower or any 1573   Subsidiary issues, sells or otherwise disposes of any Security of a Person that is a Subsidiary such that, 1574   after giving effect thereto, such Person is no longer a Subsidiary, any Investment by the Borrower or any 1575   Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at 1576   such time. 1577     





 







   -33-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Investment Grade Securities” means: 1578   (1) securities issued or directly and fully guaranteed or insured by the United States 1579   or Canadian government or any agency or instrumentality thereof (other than Cash Equivalents); 1580   (2) securities issued or directly and fully guaranteed or insured by a member of the 1581   European Union, or any agency or instrumentality thereof (other than Cash Equivalents); 1582   (3) debt securities or debt instruments with a rating of “A-” or higher from S&P or 1583   “A3” or higher by Moody’s or the equivalent of such rating by such rating organization or, if no 1584   rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Rec-1585   ognized Statistical Rating Organization, but excluding any debt securities or instruments consti-1586   tuting loans or advances among the Borrower and its Subsidiaries; and 1587   (4) investments in any fund that invests exclusively in investments of the type de-1588   scribed in clauses (1), (2) and (3) above which fund may also hold cash and Cash Equivalents 1589   pending investment or distribution. 1590   “IP Ancillary Rights” means, with respect to any Intellectual Property, as applicable, all foreign 1591   counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexamina-1592   tions, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Lia-1593   bilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise 1594   with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any 1595   past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, 1596   and, in each case, all rights to obtain any other IP Ancillary Right. 1597   “IP License” means all Contractual Obligations (and all related IP Ancillary Rights), whether 1598   written or oral, granting any right title and interest in or relating to any Intellectual Property. 1599   “IRS” means the Internal Revenue Service of the United States and any successor thereto. 1600   “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” 1601   published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as 1602   may be in effect at the time of issuance).  1603   “Issue” means, with respect to any Letter of Credit, to issue, extend the expiration date of, renew 1604   (including by failure to object to any automatic renewal on the last day such objection is permitted), in-1605   crease the face amount of, or reduce or eliminate any scheduled decrease in the face amount of, such Let-1606   ter of Credit, or to cause any Person to do any of the foregoing.  The terms “Issued” and “Issuance” have 1607   correlative meanings. 1608   “Latest Maturity Date” means, as of any date of determination, the latest maturity or expiration 1609   date applicable to any Loan or commitment hereunder at such time. 1610   “L/C Cash Collateral Account” means any Cash Collateral Account (a) specifically designated as 1611   such by the Borrower in a notice to the Administrative Agent and (b) from and after the effectiveness of 1612   such notice, not containing any funds other than those required under the Loan Documents to be placed 1613   therein. 1614   “L/C Issuer” means (a) Royal Bank or any of its designated Affiliates (in each case, with respect 1615   to standby letters of credit only) and (b) each Person that hereafter agrees to become an L/C Issuer with 1616     





 







   -34-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   the approval of, and if requested by the Administrative Agent, pursuant to an agreement with and in form 1617   and substance satisfactory to, the Administrative Agent and the Borrower, in each case in their capacity as 1618   an issuer of Letters of Credit hereunder and together with their successors in such capacity. 1619   “L/C Obligations” means, for any Letter of Credit at any time, the sum of (a) the 1620   L/C Reimbursement Obligations at such time for such Letter of Credit and (b) the aggregate maximum 1621   undrawn face amount of such Letter of Credit outstanding at such time. 1622   “L/C Reimbursement Agreement” has the meaning specified in Section 2.4(a)(iii). 1623   “L/C Reimbursement Date” has the meaning specified in Section 2.4(e). 1624   “L/C Reimbursement Obligation” means, for any Letter of Credit, the obligation of the Borrower 1625   to the L/C Issuer thereof, as and when matured, to pay all amounts drawn under such Letter of Credit. 1626   “L/C Request” has the meaning specified in Section 2.4(b). 1627   “L/C Sublimit” means $5,000,000. 1628   “Lenders” means the Persons who are “Lenders” under this Agreement on the Closing Date, any 1629   Additional Lenders, any Additional Refinancing Lenders and any other Person that shall have become a 1630   party hereto as a Lender pursuant to Section 11. 2.  Unless the context otherwise requires, the term 1631   “Lenders” includes the Swingline Lenders. 1632   “Letter of Credit” means any letter of credit Issued pursuant to Section 2.4.  A Letter of Credit 1633   may be a commercial or documentary letter of credit (to the extent agreed to by the applicable L/C Issuer) 1634   or a standby letter of credit.   1635   “Letter of Credit Expiration Date” means the day that is five Business Days prior to the scheduled 1636   Maturity Date then in effect for the applicable Revolving Credit Facility (or, if such day is not a Business 1637   Day, the next preceding Business Day). 1638   “Letter of Credit Fee” has the meaning specified in Section 2.11(b). 1639   “Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, 1640   responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and 1641   expenses (including those incurred upon any appeal or in connection with the preparation for and/or re-1642   sponse to any subpoena or request for document production relating thereto), in each case of any kind or 1643   nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of 1644   financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, con-1645   tingent, consequential, actual, punitive, treble or otherwise. 1646   “License Subsidiary” means a wholly-owned Subsidiary of the Borrower that (x) owns no materi-1647   al assets other than FCC Licenses and related rights and (y) has no material liabilities other than (i) trade 1648   payables incurred in the ordinary course of business and (ii) tax liabilities, other governmental charges 1649   and other liabilities incidental to ownership of such rights. 1650   “Lien” means any mortgage, deed of trust, pledge, assignment, deposit arrangement, easement, 1651   security interest, encumbrance, lien (statutory or otherwise), hypothecation, charge or other security ar-1652   rangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever 1653   (including any conditional sale contract  or other title retention agreement or lease in the nature thereof). 1654     





 







   -35-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22    “Limited Condition Acquisition” means any acquisition, including by means of a merger or con-1655   solidation, by the Borrower or one or more of its Restricted Subsidiaries, the consummation of which is 1656   not conditioned upon the availability of, or on obtaining, third party financing; provided that for purposes 1657   of determining compliance with the covenant described under Section 8.4 the Consolidated Net Income 1658   (and any other financial defined term derived therefrom) shall not include any Consolidated Net Income 1659   of or attributable to the target company or assets associated with any such Limited Condition Acquisition 1660   unless and until the closing of such Limited Condition Acquisition shall have actually occurred. 1661   “LMA” means any joint sales agreement, advertising sales agreement, time brokerage agreement, 1662   local marketing or management agreement or similar arrangement for any broadcast station to which Bor-1663   rower or any of its Subsidiaries is a party. 1664   “Loan Documents” means, collectively, this Agreement, any Notes, the Guaranty and Security 1665   Agreement, the Mortgages, the Fee Letter, the L/C Reimbursement Agreements, each Perfection Certifi-1666   cate and, when executed, each document executed by a Loan Party and delivered to the Administrative 1667   Agent, any Lender or any L/C Issuer in connection with or pursuant to any of the foregoing or the Obliga-1668   tions, together with any modification of any term, or any waiver with respect to, any of the foregoing, 1669   excluding in any event Secured Hedging Agreements and Secured Cash Management Agreements. 1670   “Loan Party” means each Borrower and each Guarantor. 1671   “Loans” means any extension of credit under this Agreement by a Lender to the Borrower in the 1672   form of a Term Loan, Revolving Loan, the Swingline Loans, or any combination of the foregoing, as the 1673   context may require, which for the avoidance of doubt, shall include any Initial Term Loans, any Incre-1674   mental Term Loans and any extensions of credit under any Incremental Revolving Increase, any Extended 1675   Term Loans and any extensions of credit under any Extended Revolving Credit Commitment, any Refi-1676   nancing Term Loans and any extensions of credit under any Refinancing Revolving Credit Commitment 1677   and any Replacement Term Loans. 1678   “Management Advances” means loans or advances made to, or the incurrence of Guaranty Obli-1679   gations with respect to loans or advances made to, directors, officers, employees or consultants of any 1680   Parent Entity the Borrower or any Restricted Subsidiary: 1681   (1) (a) in respect of travel, entertainment or moving related expenses Incurred in the 1682   ordinary course of business or consistent with past practice or, (b) for purposes of funding any 1683   such person’s purchase of Stock (or similar obligations) of the Borrower or its Subsidiaries or any 1684   Parent Entity with (in the case of this subclause (b)) the approval of the Board of Directors or (c) 1685   in respect of moving-related expenses Incurred in connection with any closing or consolidation of 1686   any facility or office, or 1687   (2) not exceeding $15.0 million in the aggregate outstanding at any time. 1688   “Material Adverse Effect” means an effect that results in or causes, or could reasonably be ex-1689   pected to result in or cause, a material adverse change in any of (a) the condition (financial or otherwise), 1690   business, performance, results of operations or property of the Group Members, taken as a whole, (b) the 1691   ability of the Loan Parties (taken as a whole) to perform their payment obligations under any Loan Doc-1692   ument, or (c) the rights and remedies of the Administrative Agent, the Lenders and the other Secured Par-1693   ties under any Loan Document (except as a result of (x) the Collateral Agent’s failure to maintain posses-1694   sion of any stock certificates, promissory notes or other instruments delivered to it under the Loan Docu-1695   ments or (y) the Collateral Agent’s failure to take any action required to maintain or perfect a security 1696   interest in any other Collateral (solely to the extent that the Borrower provides the Collateral Agent writ-1697     





 







   -36-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   ten notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower has 1698   agreed in writing that the Collateral Agent will be responsible for taking such action). 1699   “Material Debt” means Indebtedness of the Borrower or any Restricted Subsidiary in an aggre-1700   gate principal amount of $30,000,000 or more. 1701   “Material Subsidiary” means, at any date of determination, each Subsidiary of the Borrower that 1702   is not an Immaterial Subsidiary (but including, in any case, any Subsidiary that has been designated as a 1703   Material Subsidiary as provided in, or has been designated as an Immaterial Subsidiary in a manner that 1704   does not comply with, the definition of “Immaterial Subsidiary”). 1705   “Maturity Date” means (i) with respect to the Initial Term Loans, the Term Loan Maturity Date; 1706   (ii) with respect to the Revolving Credit Facility, the Revolving Facility Maturity Date;  (iii) with respect 1707   to any tranche of Extended Term Loans or Extended Revolving Credit Commitments, the final maturity 1708   date as specified in the applicable Extension Amendment, (iv) with respect to any Incremental Term 1709   Loans or Incremental Revolving Increase, the final maturity date as specified in the applicable Incremen-1710   tal Amendment, and (v) with respect to any Refinancing Term Loans or Refinancing Revolving Credit 1711   Commitments, the final maturity date as specified in the applicable Refinancing Amendment; provided 1712   that, in each case, if such day is not a Business Day, the Maturity Date shall be the Business Day immedi-1713   ately succeeding such day. 1714   “Maximum Lawful Rate” has the meaning specified in Section 2.9(d). 1715   “Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Na-1716   tionally Recognized Statistical Rating Organization. 1717   “Mortgage” means any mortgage, deed of trust or other document in form and substance reasona-1718   bly satisfactory to the Administrative Agent executed or required herein to be executed by any Loan Party 1719   and granting a security interest over each Mortgaged Property in favor of the Administrative Agent as 1720   security for the Obligations. 1721   “Mortgage Supporting Documents” means, with respect to each Mortgaged Property, each docu-1722   ment (including title policies or marked-up unconditional insurance binders (in each case, together with 1723   copies of all documents referred to therein), American Land Title Association (or Texas Land Title Asso-1724   ciation, if applicable) as-built surveys (in form and as to date that is sufficiently acceptable to the title in-1725   surer issuing title insurance to the Administrative Agent for such title insurer to deliver endorsements, 1726   including without limitation, a mortgage recording tax endorsement as applicable, to such title insurance 1727   as reasonably requested by the Administrative Agent), environmental assessments and reports, appraisals 1728   required to comply with FIRREA (if applicable), local counsel opinions covering the due authorization, 1729   execution, delivery and enforceability of the Mortgages, and evidence regarding recording and payment 1730   of fees, insurance premium and taxes) that the Administrative Agent may reasonably request, to create, 1731   register, perfect, maintain, evidence the existence, substance, form or validity of or enforce a valid lien on 1732   each Mortgaged Property in favor of the Administrative Agent for the benefit of the Secured Parties, sub-1733   ject only to Permitted Liens and such Liens as the Administrative Agent may approve and in each case, in 1734   form and substance reasonably satisfactory to the Administrative Agent. 1735   “Mortgaged Property” means all real property owned by the Borrower or any of its Restricted 1736   Subsidiaries with a fair market value in excess of $5,000,000 as reasonably determined by the Borrower.  1737   The Mortgaged Property as of the Closing Date is set forth on Schedule 4.16(a). 1738     





 







   -37-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Multiemployer Plan” means any multiemployer plan, as defined in Section 400l(a)(3) of ERISA, 1739   to which any ERISA Affiliate has or can reasonably be expected to have an obligation to contribute (in-1740   cluding, without limitation, an obligation to pay Withdrawal Liability). 1741   “National Flood Insurance Program” means the program created by the U.S. Congress pursuant to 1742   the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the 1743   National Flood Insurance Reform Act of 1994, that mandates the purchase of flood insurance to cover 1744   real property improvements located in Special Flood Hazard Areas in participating communities and pro-1745   vides protection to property owners through a Federal Flood Insurance program. 1746   “Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical 1747   rating organization within the meaning of Rule 436 under the U.S. Securities Act of 1933, as amended, 1748   and the rules and regulations of the SEC (or any successor thereto) promulgated thereunder, as amended. 1749   “Net Cash Proceeds” means proceeds received in cash from (a) any Sale of, or Property Loss 1750   Event with respect to, property, net of (i) the customary out-of-pocket cash costs, fees and expenses paid 1751   or required to be paid in connection therewith, (ii) the amount, if any, of all taxes and Permitted Tax Dis-1752   tributions paid or estimated to be payable by Borrower, any direct or indirect parent of Borrower, any eq-1753   uity holder of Borrower or any direct or indirect parent of Borrower or any of the Restricted Subsidiaries 1754   in connection with such Sale or Property Loss Event and (iii) any amount required to be paid or prepaid 1755   on Indebtedness (other than the Obligations and Indebtedness owing to any Group Member) secured by 1756   the property subject thereto, (b) any sale or issuance of Stock or incurrence of Indebtedness, in each case 1757   net of brokers’, advisors’ and investment banking fees and other customary out-of-pocket underwriting 1758   discounts, commissions and other customary out-of-pocket cash costs, fees and expenses, in each case 1759   incurred in connection with such transaction; provided, however, that any such proceeds received by any 1760   Subsidiary of the Borrower that is not a Wholly Owned Subsidiary of the Borrower shall constitute “Net 1761   Cash Proceeds” only to the extent of the aggregate direct and indirect beneficial ownership interest of the 1762   Borrower therein, or (c) with respect to any issuance or sale of Stock, means the cash proceeds of such 1763   issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing 1764   fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in 1765   connection with such issuance or sale and net of Taxes paid or reasonably estimated to be actually paya-1766   ble as a result of such issuance or sale (including, for the avoidance of doubt, any income, withholding 1767   and other Taxes payable as a result of the distribution of such proceeds to the Borrower and after taking 1768   into account any available tax credit or deductions and any tax sharing agreements, and including Permit-1769   ted Tax Distributions). 1770   “Non-Bank Tax Certificate” has the meaning provided in Section 2.17(e)(ii)(B)(3). 1771   “non-Expiring Credit Commitments” has the meaning set forth in Section 2.3(e). 1772   “Non-Funding Lender” means any Lender that has (a) failed to fund any payments required to be 1773   made by it under the Loan Documents within two Business Days after any such payment is due (exclud-1774   ing expense and similar reimbursements that are subject to good faith disputes), (b) given written notice 1775   (and the Administrative Agent has not received a revocation in writing), to the Borrower, the Administra-1776   tive Agent, any Lender, or the L/C Issuer or has otherwise publicly announced (and the Administrative 1777   Agent has not received notice of a public retraction) that such Lender believes it will fail to fund pay-1778   ments or purchases of participations required to be funded by it under the Loan Documents or one or 1779   more other syndicated credit facilities, (c) failed to fund, and not cured, loans, participations, advances, or 1780   reimbursement obligations under one or more other syndicated credit facilities, unless subject to a good 1781   faith dispute, or (d) (other than by way of an Undisclosed Administration) (i) become subject to a volun-1782   tary or involuntary case under the Bankruptcy Code or any similar bankruptcy laws, (ii) a custodian, con-1783     





 







   -38-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   servator, receiver or similar official appointed for it or any substantial part of such Person’s assets, or (iii) 1784   made a general assignment for the benefit of creditors, been liquidated, or otherwise been adjudicated as, 1785   or determined by any Governmental Authority having regulatory authority over such Person or its assets 1786   to be, insolvent or bankrupt, and for this clause (d), the Administrative Agent has determined that such 1787   Lender is reasonably likely to fail to fund any payments required to be made by it under the Loan Docu-1788   ments. 1789   “Non-U.S. Lender” means any Lender that is not a “United States person” as defined by Section 1790   7701(a)(30) of the Code. 1791   “Note” means a Term Note or Revolving Note, as the context may require. 1792   “Notice of Borrowing” has the meaning specified in Section 2.2(a). 1793   “Notice of Conversion or Continuation” has the meaning specified in Section 2.10(b). 1794   “Notice of Repayment/Prepayment/Cancellation” has the meaning specified in Section 2.13(e). 1795   “Oaktree” means, collectively, Oaktree Capital Management, L.P. and Oaktree Capital Group 1796   Holdings, GP, LLC, and funds or partnerships related to, or managed or advised by any of them or any 1797   Affiliate of any of them. 1798   “Obligations” means, with respect to any Loan Party, all amounts, obligations, liabilities, cove-1799   nants and duties of every type and description owing by such Loan Party to the Administrative Agent, any 1800   Lender, any L/C Issuer, any other Indemnitee, any participant, any SPV, any Secured Hedging Counter-1801   party or any Cash Management Bank arising out of, under, or in connection with, any Loan Document, 1802   any Secured Hedging Agreement or any Secured Cash Management Agreement, whether direct or indi-1803   rect (regardless of whether acquired by assignment), absolute or contingent, due or to become due, 1804   whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not 1805   evidenced by any instrument or for the payment of money, including, without duplication, (a) if such 1806   Loan Party is the Borrower, all Loans and L/C Obligations, (b) all interest, whether or not accruing after 1807   the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or 1808   similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any 1809   such proceeding, and (c) all other fees, expenses (including fees, charges and disbursement of counsel), 1810   interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and 1811   other sums chargeable to such Loan Party under any Loan Document (including those payable to 1812   L/C Issuers as described in Section 2.11); provided that in no event shall Excluded Swap Obligations of 1813   any Guarantor constitute Obligations with respect to such Guarantor. 1814   “Offer” has the meaning specified in the definition of the term “Permitted Loan Retirement.” 1815   “Other Taxes” means all present or future stamp, registration, or documentary Taxes or any other 1816   excise, property, intangible, mortgage recording, or similar Taxes arising from any payment made here-1817   under or under any other Loan Document or from the execution, delivery, or enforcement of, or otherwise 1818   with respect to, this Agreement or any other Loan Document; provided that such term shall not include 1819   any Taxes that result from an assignment, grant of a participation or transfer or assignment to or designa-1820   tion of a new lending office or other office for receiving payments under any Loan Document (“Assign-1821   ment Taxes”) to the extent such Assignment Taxes are imposed as a result of a connection between the 1822   assignor/participating Lender and/or the assignee/Participant and the taxing jurisdiction (other than a con-1823   nection arising solely from any Loan Documents or any transactions contemplated thereunder), except to 1824   the extent that any such action described in this proviso is requested or required by Borrower. 1825     





 







   -39-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Parent Entity” means any direct or indirect parent of the Borrower. 1826   “Parent Entity Expenses” means: 1827   (1) costs (including all professional fees and expenses) Incurred by any Parent Entity 1828   in connection with reporting obligations under or otherwise Incurred in connection with compli-1829   ance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory 1830   body or stock exchange, this Agreement or any other agreement or instrument relating to Indebt-1831   edness of the Borrower or any of its Subsidiaries, including in respect of any reports filed with re-1832   spect to the Securities Act, Exchange Act or the respective rules and regulations promulgated 1833   thereunder; 1834   (2) customary indemnification obligations of any Parent Entity owing to directors, 1835   officers, employees or other Persons under its articles, charter, by-laws, partnership agreement or 1836   other constituting documents or pursuant to written agreements with any such Person to the extent 1837   relating to the Borrower and its Subsidiaries; 1838   (3) obligations of any Parent Entity in respect of director and officer insurance (in-1839   cluding premiums therefor) to the extent relating to the Borrower and its Subsidiaries; 1840   (4) general corporate overhead expenses, including professional fees and expenses 1841   and other operational expenses of any Parent Entity related to the ownership or operation of the 1842   business of the Borrower or any of its Restricted Subsidiaries; and 1843   (5) customary expenses Incurred by any Parent Entity in connection with any offer-1844   ing sale, conversion or exchange of Stock or Indebtedness; and 1845   (6) amounts to finance Investments that would otherwise be permitted to be made 1846   pursuant to Section 8.5 if made by the Borrower; provided, that (A) such Restricted Payment 1847   shall be made substantially concurrently with the closing of such Investment, (B) such Parent En-1848   tity shall, immediately following the closing thereof, cause (1) all property acquired (whether as-1849   sets or Stock) to be contributed to the capital of the Borrower or one of its Restricted Subsidiaries 1850   or (2) the merger, consolidation or amalgamation of the Person formed or acquired into the Bor-1851   rower or one of its Restricted Subsidiaries permitted under Section 8.7 in order to consummate 1852   such Investment, (C) such Parent Entity and its Affiliates (other than the Borrower or a Restricted 1853   Subsidiary) receives no consideration or other payment in connection with such transaction ex-1854   cept to the extent the Borrower or a Restricted Subsidiary could have given such consideration or 1855   made such payment in compliance with this Agreement and such consideration or other payment 1856   is included as a Restricted Payment under this Agreement, (D) any property received by the Bor-1857   rower shall not increase the Available Amount and (E) such Investment shall be deemed to be 1858   made by the Borrower or such Restricted Subsidiary under another provision of Section 8.5 or 1859   under Section 8.3.  1860   “Participant Register” has the meaning specified in Section 2.14(a). 1861   “Patents” means all rights, title and interests (and all related IP Ancillary Rights) arising under 1862   any Requirement of Law in or relating to letters patent and applications therefor. 1863   “PBGC” means the United States Pension Benefit Guaranty Corporation and any successor there-1864   to. 1865     





 







   -40-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Perfection Certificate” means a certificate in the form of Exhibit J or any other form approved 1866   by the Administrative Agent, as the same shall be supplemented from time to time. 1867   “Permit” means, with respect to any Person, any permit, approval, authorization, license, registra-1868   tion, certificate, concession, grant, franchise, variance or permission from, any Governmental Authority, 1869   including without limitation, the FCC, in each case having the force or effect of law and legally binding 1870   upon such Person or any of its property or to which such Person or any of its property is subject. 1871   “Permitted Acquisition” means any acquisition by the Borrower or any of its Restricted Subsidi-1872   aries, whether by purchase, merger, amalgamation or otherwise, of all or substantially all of the assets of 1873   or any business line, unit, or division or any plant of, any Person or of at least a majority of the outstand-1874   ing Capital Stock of any Person (but in any event including any Investment in a Restricted Subsidiary 1875   which serves to increase such Borrower’s or any Subsidiary’s respective equity ownership in such Re-1876   stricted Subsidiary); provided that on the date of execution of the purchase agreement in respect of such 1877   acquisition, no Event of Default shall have occurred and be continuing or would result from the execution 1878   of such agreement. 1879   “Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets used or 1880   useful in the Business or a combination of such assets and cash and Cash Equivalents between the Bor-1881   rower or any of its Subsidiaries and another Person; provided that any cash or Cash Equivalents received 1882   in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance 1883   with Section 2.8 as and when required thereby. 1884   “Permitted First Priority Refinancing Debt” means any Credit Agreement Refinancing Indebted-1885   ness constituting any secured Indebtedness (including any Registered Equivalent Notes) incurred by the 1886   Borrower or any other Loan Party in the form of one or more series of senior secured notes or loans; pro-1887   vided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Initial Term 1888   Loans and the Revolving Commitments to the extent secured by such Collateral, (ii) such Indebtedness 1889   shall be subject to a customary intercreditor agreement with the Administrative Agent that is reasonably 1890   satisfactory to the Administrative Agent, (iii) the security agreements relating to such Indebtedness are 1891   substantially the same as or not materially more favorable to the lenders providing such Permitted First 1892   Priority Refinancing Debt than the Guaranty and Security Agreement or other applicable Loan Document 1893   granting a security interest in the Collateral (with such differences as are reasonably satisfactory to the 1894   Administrative Agent) and (iv) such Indebtedness otherwise meets the requirements contained in the pro-1895   viso to the definition of “Credit Agreement Refinancing Indebtedness.”  Permitted First Priority Refinanc-1896   ing Debt will include any Registered Equivalent Notes issued in exchange therefor. 1897   “Permitted Indebtedness” means any Indebtedness of any Group Member that is not prohibited by 1898   Section 8.1 or any other provision of any Loan Document. 1899   “Permitted Investment” means any Investment of any Group Member that is not prohibited by 1900   Section 8.3 or any other provision of any Loan Document. 1901   “Permitted Investors” means, collectively, (1) Oaktree, (2) General Electric Capital Corporation, 1902   (3) any one or more Persons, together with such Persons’ Affiliates, whose beneficial ownership consti-1903   tutes or results in a Change of Control that has been waived in accordance with the terms of this Agree-1904   ment, (4) members of management of the Borrower (or Parent Entity), (5) any Person who is acting solely 1905   as an underwriter in connection with a public or private offering of Stock of the Borrower, acting in such 1906   capacity, and (6) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange 1907   Act or any successor provision) of which any of the foregoing are members; provided that, in the case of 1908   such group and without giving effect to the existence of such group or any other group, Oaktree or Gen-1909     





 







   -41-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   eral Electric Capital Corporation and members of management of the Borrower, collectively, have benefi-1910   cial ownership of more than 50% of the total voting power of the Voting Stock of the Borrower held by 1911   such group. 1912   “Permitted Joint Venture” means the one time contribution of assets to a joint venture; provided 1913   that such contribution of assets, when taken together with the assets of any Subsidiary of the Borrower 1914   designated as an Unrestricted Subsidiary in reliance on the proviso to clause (i)(B) in Section 7.10(a), did 1915   not generate in excess of $2,500,000 of Consolidated EBITDA for the last period of four consecutive Fis-1916   cal Quarters ending on or before such date. 1917   “Permitted Junior Priority Refinancing Debt” means any Credit Agreement Refinancing Indebt-1918   edness constituting secured Indebtedness (including any Registered Equivalent Notes) incurred by the 1919   Borrower or any other Loan Party in the form of one or more series of second lien (or other junior lien) 1920   secured notes or second lien (or other junior lien) secured loans; provided that (i) such Indebtedness is 1921   secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Ob-1922   ligations and the obligations in respect of any Permitted First Priority Refinancing Debt, (ii) such Indebt-1923   edness shall be subject to a customary intercreditor agreement with the Administrative Agent that is rea-1924   sonably satisfactory to the Administrative Agent, (iii) the security agreements relating to such Indebted-1925   ness are substantially the same as or not materially more favorable to the lenders providing such Permit-1926   ted Junior Priority Refinancing Debt than the Guaranty and Security Agreement or other applicable Loan 1927   Document granting a security interest in the Collateral (with such differences as are reasonably satisfacto-1928   ry to the Administrative Agent), (iv) such Indebtedness otherwise meets the requirements contained in the 1929   proviso to the definition of “Credit Agreement Refinancing Indebtedness” and (v) such Indebtedness 1930   meets the Permitted Other Debt Conditions.  Permitted Junior Priority Refinancing Debt will include any 1931   Registered Equivalent Notes issued in exchange therefor. 1932   “Permitted Lien” means any Lien on or with respect to the property of any Group Member that is 1933   not prohibited by Section 8.2 or any other provision of any Loan Document. 1934   “Permitted Loan Retirement” means any transaction pursuant to which (a) the Borrower purchas-1935   es all or any portion of any Class of Term Loans with cash of the Borrower and its Subsidiaries (other 1936   than the proceeds of any Revolving Loans), as certified by a Responsible Officer of the Borrower, pursu-1937   ant to one or more offers on terms and conditions (including the form of notice thereof) agreed to by the 1938   Borrower and the Administrative Agent (each, an “Offer”) that were made available to all Term Lenders 1939   of such Class on a pro rata basis according to the principal amount of the Term Loans of such Class then 1940   held by such Term Lenders, (b) no Event of Default shall have occurred or be continuing (c) concurrent 1941   with such purchase, the Borrower forgives all Indebtedness represented by such Term Loans purchased 1942   thereby as evidenced by a written instrument delivered to the Administrative Agent, in form and sub-1943   stance reasonably satisfactory to the Administrative Agent and made available to the Term Lenders of 1944   such Class, (d) after giving effect to such purchase, there shall be no Revolving Loans outstanding and (e) 1945   after giving effect to such purchase, the conditions set forth in Section 11.2(b)(iii) shall continue to be 1946   true; provided, however, that (i) the Borrower shall have delivered a notice of each such Offer to the Ad-1947   ministrative Agent and all Term Lenders of such Class no later than noon (New York City time) at least 1948   five Business Days in advance of the proposed consummation date of such Offer in form and substance 1949   reasonably acceptable to the Administrative Agent and (ii) the maximum dollar amount of the Offer shall 1950   be no less than $1,000,000. 1951   “Permitted Other Debt Conditions” means that such applicable Indebtedness does not mature or 1952   have scheduled amortization payments of principal or payments of principal and is not subject to manda-1953   tory redemption, repurchase, prepayment or sinking fund obligations (except (x) customary asset sale, 1954   initial public offering or change of control or similar event provisions that provide for the prior repayment 1955     





 







   -42-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   in full of the Loans and all other Obligations, (y) maturity payments for a customary bridge financing 1956   which, subject to customary conditions, provides for automatic conversion or exchange into Indebtedness 1957   that otherwise complies with the requirements of this definition or (z) AHYDO payments), in each case 1958   prior to the Latest Maturity Date at the time such Indebtedness is incurred. 1959   “Permitted Refinancing” means Indebtedness constituting a refinancing or extension of Permitted 1960   Indebtedness that (a) has an aggregate outstanding principal amount not greater than the sum of (x) ag-1961   gregate principal amount of such Permitted Indebtedness plus accrued and unpaid interest thereon and 1962   accrued and unpaid fees and reasonable expenses related thereto outstanding at the time of such refinanc-1963   ing or extension plus other reasonable amounts paid, and fees and expenses reasonably incurred, in con-1964   nection with such refinancing or extension and by an amount equal to any existing commitments unu-1965   tilized thereunder, plus (y) the amount of any early prepayment penalties actually paid as a result of such 1966   Permitted Refinancing, (b) has a weighted average maturity (in each case measured as of the date of such 1967   refinancing or extension) and maturity no shorter or earlier, as applicable than that of such Permitted In-1968   debtedness, (c) is not entered into as part of a Sale and Leaseback Transaction, (d) is not secured by any 1969   property or any Lien other than those securing such Permitted Indebtedness and (e) is otherwise on terms 1970   no less favorable to the Group Members, taken as a whole, than those of such Permitted Indebtedness; 1971   provided, however, that, notwithstanding the foregoing, (x) the terms of such Permitted Indebtedness may 1972   be modified as part of such Permitted Refinancing if such modification would have been permitted pursu-1973   ant to Section 8.11 and (y) no Guaranty Obligation for such Indebtedness shall constitute part of such 1974   Permitted Refinancing unless similar Guaranty Obligations with respect to such Permitted Indebtedness 1975   existed and constituted Permitted Indebtedness prior to such refinancing or extension. 1976   “Permitted Reinvestment” means, with respect to the Net Cash Proceeds of any Sale or Property 1977   Loss Event, to acquire (or make Capital Expenditures to finance the acquisition, repair, replacement, im-1978   provement, upgrade or construction of), to the extent otherwise permitted hereunder, property used or 1979   useful in the Business of the Borrower or any of its Subsidiaries (including through a Permitted Acquisi-1980   tion) or, if such Property Loss Event involves loss or damage to property, to repair such loss or damage or 1981   to the extent otherwise permitted hereunder, acquire property used or useful in the Business. 1982   “Permitted Repricing Amendment” has the meaning specified in Section 11.1(a). 1983   “Permitted Tax Distribution” means, if and for so long as the Borrower is a member of a group 1984   filing a consolidated or combined tax return with any Parent Entity, any dividends or other distributions to 1985   fund any income Taxes for which such Parent Entity is liable up to an amount not to exceed with respect 1986   to such Taxes the excess of (i) the amount of any such Taxes that the Borrower and its Subsidiaries would 1987   have been required to pay on a separate company basis or on a consolidated basis calculated as if the Bor-1988   rower and its Subsidiaries had paid Tax on a consolidated, combined, group, affiliated or unitary basis on 1989   behalf of an affiliated group consisting only of the Borrower and its Subsidiaries over (ii) the amount of 1990   such Taxes paid directly by the Borrower or its Subsidiaries. 1991   “Permitted Unsecured Refinancing Debt” means Credit Agreement Refinancing Indebtedness 1992   constituting unsecured Indebtedness (including any Registered Equivalent Notes) incurred by the Bor-1993   rower or any other Loan Party in the form of one or more series of senior unsecured notes or loans; pro-1994   vided that (i) such Indebtedness otherwise meets the requirements contained in the proviso to the defini-1995   tion on Credit Agreement Refinancing Indebtedness and (ii) meets the Permitted Other Debt Conditions.  1996   Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange 1997   therefor. 1998     





 







   -43-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Person” means any individual, corporation, partnership, joint venture, association, joint-stock 1999   company, trust, unincorporated organization, limited liability company, government or any agency or po-2000   litical subdivision thereof or any other entity. 2001   “Preferred Stock” means, as applied to the Stock of any Person, Stock of any class or classes 2002   (however designated) which is preferred as to the payment of dividends or as to the distribution of assets 2003   upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Stock of any 2004   other class of such Person. 2005   “Prime Rate” means the rate of interest per annum announced from time to time by RBC (or any 2006   successor to RBC in its capacity as Administrative Agent) as its prime commercial lending rate in effect 2007   at its principal office in New York City.  The Prime Rate is a reference rate and does not necessarily rep-2008   resent the lowest or best rate actually charged to any customer. 2009   “Pro Forma Basis” means, with respect to any determination for any period and any Pro Forma 2010   Transaction, that such determination shall be made by giving pro forma effect to each such Pro Forma 2011   Transaction, as if each such Pro Forma Transaction had been consummated on the first day of such peri-2012   od, based on historical results accounted for in accordance with GAAP and, to the extent applicable, rea-2013   sonable assumptions made in good faith that are specified in detail in the relevant Compliance Certificate, 2014   Financial Statement or other document provided to the Administrative Agent or any Lender in connection 2015   herewith (i) in accordance with Regulation S-X of the Securities Act of 1933 or (ii) give effect to events 2016   that (x) were actually implemented by the business that was the subject of the applicable Pro Forma 2017   Transaction within 18 months after the date of such transaction and are factually supportable and quanti-2018   fiable by the underlying accounting records of such business or (y) relate to the business that is the subject 2019   of the Pro Forma Transaction and are reasonably determined by the Borrower to be probable based upon 2020   specifically identifiable actions to be taken within 18 months after the date of such Pro Forma Transac-2021   tion; provided that that any such pro forma increase or decrease to Consolidated EBITDA shall be without 2022   duplication for cost savings or additional costs already included in such Consolidated EBITDA for such 2023   Test Period. 2024   “Pro Forma Transaction” means any Investment, any Permitted Acquisition, any Sale of property 2025   or assets, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation, Incre-2026   mental Term Loans or Incremental Revolving Increase, or other event, in each case that by the terms of 2027   this Agreement requires a determination on a Pro Forma Basis; provided that an Incremental Revolving 2028   Increase, for purposes of this “Pro Forma Transaction” definition, shall be deemed fully drawn. 2029   “Pro Rata Outstandings,” of any Lender at any time, means (a) in the case of any Term Loan Fa-2030   cility, the outstanding principal amount of the Term Loans under such Term Loan Facility owing to such 2031   Lender and (b) in the case of the Revolving Credit Facility, the sum of (i) the outstanding principal 2032   amount of Revolving Loans owing to such Lender and (ii) the amount of the participation of such Lender 2033   in the L/C Obligations outstanding with respect to all Letters of Credit. 2034   “Pro Rata Share” means, with respect to any Lender and any Facility or Facilities at any time, the 2035   percentage obtained by dividing (a) the sum of the Commitments (or, if such Commitments in any such 2036   Facility are terminated, the Pro Rata Outstandings therein) of such Lender then in effect under such Facil-2037   ities by (b) the sum of the Commitments (or, if such Commitments in any such Facility are terminated, 2038   the Pro Rata Outstandings therein) of all Lenders then in effect under such Facilities; provided, however, 2039   that, if there are no Commitments and no Pro Rata Outstandings in any of such Facilities, such Lender’s 2040   Pro Rata Share in such Facilities shall be determined based on the Pro Rata Share in such Facilities most 2041   recently in effect, after giving effect to any subsequent assignment and any subsequent non-pro rata pay-2042   ments of any Lender pursuant to Section 2.18. 2043     





 







   -44-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Projections” means, collectively, the Initial Projections and any document delivered pursuant to 2044   Section 6.1(f). 2045   “Property Loss Event” means, with respect to any property, any loss of or damage to such proper-2046   ty or any taking of such property or condemnation thereof. 2047   “Purchase Money Obligations” means any Indebtedness Incurred to finance or refinance the ac-2048   quisition, leasing, construction or improvement of property (real or personal) or assets (including Stock), 2049   and whether acquired through the direct acquisition of such property or assets or the acquisition of the 2050   Stock of any Person owning such property or assets, or otherwise. 2051   “Radio Station Licenses” means all licenses, Permits, permissions and other authorizations issued 2052   by the FCC for the operation of any Radio Station. 2053   “Radio Stations” means and includes, collectively, (a) all of the AM and FM radio stations owned 2054   and operated by the Borrower or any of its Subsidiaries as of the Closing Date and (b) all radio stations 2055   from time to time acquired after the Closing Date by the Borrower or any of its Subsidiaries. 2056   “Reference Date” has the meaning specified in the definition of “Available Amount.” 2057   “Refinanced Debt” has the meaning set forth in the definition of “Credit Agreement Refinancing 2058   Indebtedness.” 2059   “Refinanced Term Loans” has the meaning set forth in Section 11.1(a). 2060   “Refinancing Amendment” means an amendment to this Agreement executed by each of (a) the 2061   Borrower, (b) the Administrative Agent, (c) each Additional Refinancing Lender and (d) each Lender that 2062   agrees to provide any portion of Refinancing Term Loans, Refinancing Term Commitments, Refinancing 2063   Revolving Credit Commitments or Refinancing Revolving Loans incurred pursuant thereto, in accordance 2064   with Section 2.20. 2065   “Refinancing Revolving Credit Commitments” means one or more Classes of revolving credit 2066   commitments hereunder that result from a Refinancing Amendment. 2067   “Refinancing Revolving Loans” means one or more Classes of Revolving Loans that result from 2068   a Refinancing Amendment. 2069   “Refinancing Series” means all Refinancing Term Loans, Refinancing Term Commitments, Refi-2070   nancing Revolving Loans, or Refinancing Revolving Credit Commitments that are established pursuant to 2071   the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refi-2072   nancing Amendment expressly provides that the Refinancing Term Loans, Refinancing Term Commit-2073   ments, Refinancing Revolving Loans, or Refinancing Revolving Credit Commitments provided for there-2074   in are intended to be a part of any previously established Refinancing Series) and that provide for the 2075   same All-In Yield (other than, for this purpose, any original issue discount or upfront fees), if applicable, 2076   and amortization schedule. 2077   “Refinancing Term Commitments” means one or more term loan commitments hereunder that 2078   fund Refinancing Term Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing 2079   Amendment. 2080     





 







   -45-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Refinancing Term Loans” means one or more Classes of term loans hereunder that result from a 2081   Refinancing Amendment. 2082   “Refunding Capital Stock” has the meaning specified in Section 8.5(e). 2083   “Register” has the meaning specified in Section 2.14(b). 2084   “Registered Equivalent Notes” means, with respect to any notes originally issued in an offering 2085   pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securi-2086   ties Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange 2087   therefor pursuant to an exchange offer registered with the SEC. 2088   “Reinvestment Prepayment Amount” means, with respect to any Net Cash Proceeds on the Rein-2089   vestment Prepayment Date therefor, the amount of such Net Cash Proceeds less any amount paid or re-2090   quired to be paid by any Group Member to make Permitted Reinvestments with such Net Cash Proceeds 2091   pursuant to a Contractual Obligation entered into prior to such Reinvestment Prepayment Date. 2092   “Reinvestment Prepayment Date” means, with respect to any portion of any Net Cash Proceeds of 2093   any Sale or Property Loss Event, the earliest of (a) the 365th day (or, so long as such Net Cash Proceeds 2094   have been committed by the Borrower to make Permitted Reinvestments as evidenced by a written notice 2095   provided to the Administrative Agent, the 540th day) after the completion of the portion of such Sale or 2096   Property Loss Event corresponding to such Net Cash Proceeds, (b) the date that is five (5) Business Days 2097   after the date on which the Borrower shall have notified the Administrative Agent of the Borrower’s de-2098   termination not to make Permitted Reinvestments with such Net Cash Proceeds, (c) the occurrence of any 2099   Event of Default set forth in Section 9.1(e)(ii) and (d) five (5) Business Days after the delivery of a notice 2100   by the Administrative Agent or the Required Lenders to the Borrower during the continuance of any other 2101   Event of Default. 2102   “Related Documents” means, collectively, the Senior Notes Indenture, the payoff letter with re-2103   spect to the Existing Credit Agreement executed and delivered to the Administrative Agent in connection 2104   with Section 3.1(d) and each other document executed with respect to any of the foregoing. 2105   “Related Person” means, with respect to any Person, each Affiliate of such Person and each direc-2106   tor, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environ-2107   mental, legal, financial and other advisor (including those retained in connection with the satisfaction or 2108   attempted satisfaction of any condition set forth in Article 3) and other consultants and agents of or to 2109   such Person or any of its Affiliates, together with, if such Person is the Administrative Agent, each other 2110   Person or individual designated, nominated or otherwise mandated by or helping the Administrative 2111   Agent pursuant to and in accordance with Section 10.4 or any comparable provision of any Loan Docu-2112   ment. 2113   “Related Transactions” means the transactions contemplated by the Related Documents and the 2114   payment of all related fees, costs and expenses. 2115   “Release” means any release, threatened release, spill, emission, leaking, pumping, pouring, emit-2116   ting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration 2117   of Hazardous Material into or through the environment. 2118   “Relevant Four Fiscal Quarter Period” has the meaning specified in Section 9.5. 2119     





 







   -46-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Remedial Action” means all actions required by Environmental Laws to (a) clean up, remove, 2120   treat or in any other way address any Hazardous Material in the indoor or outdoor environment, (b) pre-2121   vent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to 2122   endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial stud-2123   ies and investigations and post-remedial monitoring and care with respect to any Hazardous Material. 2124   “Replacement Term Loans” has the meaning set forth in Section 11.1(a). 2125   “Repricing Event” means each of (a) the prepayment, repayment, refinancing, substitution or re-2126   placement of all or a portion of the Initial Term Loans substantially concurrently with the incurrence by 2127   any Loan Party of any term loans (including any Replacement Term Loans or Specified Refinancing 2128   Term Loans) having an All-In Yield (with the comparative determinations to be made by the Administra-2129   tive Agent in a manner consistent with generally accepted financial practices, and in any event consistent 2130   with the second proviso to Section 2.19(e)(iii)) that is less than the All-In Yield (as determined by the 2131   Administrative Agent on the same basis) applicable to such Initial Term Loans so prepaid, repaid, re-2132   financed, substituted or replaced and (b) any amendment, waiver or other modification to this Agreement 2133   that would have the effect of reducing the All-In Yield (to be determined by the Administrative Agent on 2134   the same basis as set forth in preceding clause (a)) of, the Initial Term Loans; provided that the primary 2135   purpose of such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or 2136   other modification was to reduce the All-In Yield of the Initial Term Loans. Any such determination by 2137   the Administrative Agent as contemplated by preceding clauses (a) and (b) shall be conclusive and bind-2138   ing on all Lenders, and the Administrative Agent shall have no liability to any Person with respect to such 2139   determination absent gross negligence or willful misconduct (as determined by a court of competent ju-2140   risdiction in a final, non-appealable decision). 2141   “Required Lenders” means, at any time, Lenders (other than Non-Funding Lenders) having out-2142   standing Revolving Loans, outstanding Swingline Loans, outstanding Letters of Credit (limited, in the 2143   case of any drawn Letter of Credit, to the unreimbursed amount), outstanding Term Loans and unused 2144   Commitments representing more than 50% of the aggregate outstanding Revolving Loans, outstanding 2145   Swingline Loans, outstanding Letters of Credit (limited, in the case of any drawn Letter of Credit, to the 2146   unreimbursed amount), outstanding Term Loans and unused Commitments at such time; provided that 2147   that, to the extent set forth in Section 11.2(b), the Loans of any Affiliate Lender shall be excluded for pur-2148   poses of making a determination of Required Lenders.  No Non-Funding Lender shall be included in the 2149   calculation of Required Lenders. 2150   “Required Revolving Credit Lenders” means, at any time, (a) Lenders having at such time in ex-2151   cess of 50% of the aggregate Revolving Credit Commitments (or, if such Commitments are terminated, 2152   the sum of the amounts of the participations in Swingline Loans, the principal amount of the unparticipat-2153   ed portions of the Swingline Loans and the Pro Rata Outstandings in the Revolving Credit Facility and 2154   outstanding Letters of Credit (limited, in the case of any drawn Letter of Credit, to the unreimbursed 2155   amount)) then in effect, ignoring, in such calculation, the amounts held by any Non-Funding Lender and 2156   (b) so long as there are two or more non-affiliated Lenders with Revolving Credit Commitments, at least 2157   two Lenders that are not Affiliates of the Borrower with Revolving Credit Commitments and if there are 2158   two or fewer Lenders that are not Affiliates of the Borrower with Revolving Credit Commitments, all 2159   Lenders that are not Affiliates of the Borrower with Revolving Credit Commitments. 2160   “Requirements of Law” means, with respect to any Person, collectively, the common law and all 2161   federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules 2162   and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including adminis-2163   trative or judicial precedents or authorities) and the interpretation or administration thereof by, and other 2164   determinations, directives, requirements or requests of, any Governmental Authority, in each case wheth-2165     





 







   -47-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   er or not having the force of law and that are applicable to or binding upon such Person or any of its prop-2166   erty or to which such Person or any of its property is subject. 2167   “Responsible Officer” means, with respect to any Person, any of the president, chief executive of-2168   ficer, chief financial officer, vice president, treasurer, assistant treasurer, controller, managing member or 2169   general partner of such Person but, in any event, with respect to financial matters, any such officer that is 2170   responsible for preparing the Financial Statements delivered hereunder and, with respect to the Corporate 2171   Chart and other documents delivered pursuant to Section 6.1(e), documents delivered on the Closing Date 2172   and documents delivered pursuant to Section 7.11, the secretary or assistant secretary of such Person or 2173   any other officer responsible for maintaining the corporate and similar records of such Person. 2174   “Restricted Payment” means (a) to declare or pay any dividend or make any distribution on or in 2175   respect of the Borrower’s or any Restricted Subsidiary’s Stock (including any such payment in connection 2176   with any merger, amalgamation or consolidation involving the Borrower or any of its Restricted Subsidi-2177   aries) except (i) dividends or distributions payable in Stock of the Borrower (other than Disqualified 2178   Stock) or in options, warrants or other rights to purchase such Stock of the Borrower; and (ii) dividends or 2179   distributions payable to the Borrower or a Restricted Subsidiary (and, in the case of any such Restricted 2180   Subsidiary making such dividend or distribution, to holders of its Stock other than the Borrower or anoth-2181   er Restricted Subsidiary on no more than a pro rata basis); or (b) to purchase, redeem, retire or otherwise 2182   acquire for value any Stock of the Borrower or any Parent Entity of the Borrower held by Persons other 2183   than the Borrower or a Restricted Subsidiary. 2184   “Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsid-2185   iary. 2186   “Revolver Extension Request” has the meaning set forth in Section 2.21(b). 2187   “Revolver Extension Series” has the meaning set forth in Section 2.21(b). 2188   “Revolving Credit Commitment” means, with respect to each Revolving Credit Lender, the 2189   commitment of such Lender to make Revolving Loans, which commitment is in the amount set forth op-2190   posite such Lender’s name on Schedule I under the caption “Revolving Credit Commitment,” as amended 2191   to reflect Assignments and as such amount may be reduced pursuant to this Agreement.  The aggregate 2192   amount of the Revolving Credit Commitments on the Closing Date is $50,000,000. 2193   “Revolving Credit Facility” means the Revolving Credit Commitments and the provisions herein 2194   related to the Revolving Loans, Swingline Loans and Letters of Credit. 2195   “Revolving Credit Lender” means each Lender that has a Revolving Credit Commitment, holds a 2196   Revolving Loan or participates in any Swing Loan or Letter of Credit. 2197   “Revolving Credit Outstandings” means, at any time, the sum of, in each case to the extent out-2198   standing at such time, (a) the aggregate principal amount of the Revolving Loans and Swingline Loans 2199   and (b) the L/C Obligations for all Letters of Credit. 2200   “Revolving Credit Termination Date” means the earliest of (a) the Revolving Credit Facility Ma-2201   turity Date, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.5 or 2202   9.2 and (c) the date on which the Obligations become due and payable pursuant to Section 9.2. 2203   “Revolving Credit Facility Maturity Date” means the fifth (5th) anniversary of the Closing Date. 2204     





 







   -48-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Revolving Loan” has the meaning specified in Section 2.1(a). 2205   “Revolving Note” means a promissory note of the Borrower, substantially in the form of Exhibit 2206   B-2, payable to a Lender or its registered assigns, evidencing the aggregate Indebtedness of the Borrower 2207   to such Lender resulting from the Revolving Loans made or held by such Lender. 2208   “S&P” means Standard & Poor’s Investors Ratings Services or any of its successors or assigns 2209   that is a Nationally Recognized Statistical Rating Organization. 2210   “Sale and Leaseback Transaction” means any arrangement providing for the leasing by the Bor-2211   rower or any of its Restricted Subsidiaries of any real or tangible personal property, which property has 2212   been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to a third Person in con-2213   templation of such leasing. 2214   “SEC” means the United States Securities and Exchange Commission or any successor thereto. 2215   “Secured Cash Management Agreement” means any Cash Management Agreement that is en-2216   tered into by and between any Loan Party and any Cash Management Bank to the extent that such Cash 2217   Management Agreement is designated in writing by the Borrower and such Cash Management Bank to 2218   the Administrative Agent as a Secured Cash Management Agreement. 2219   “Secured Hedging Agreement” means any Hedging Agreement that (a) has been entered into with 2220   a Secured Hedging Counterparty, (b) in the case of a Hedging Agreement not entered into with or provid-2221   ed or arranged by Royal Bank or an Affiliate of Royal Bank, is expressly identified as being a “Secured 2222   Hedging Agreement” hereunder in a joint notice from such Loan Party and such Person delivered to the 2223   Administrative Agent reasonably promptly after the execution of such Hedging Agreement and (c) meets 2224   the requirements of Section 8.1(h). 2225   “Secured Hedging Counterparty” means (a) a Person who has entered into a Hedging Agreement 2226   with a Loan Party if such Hedging Agreement was provided or arranged by Royal Bank or an Affiliate of 2227   Royal Bank, and any assignee of such Person or (b) a Lender or an Affiliate of a Lender who has entered 2228   into a Hedging Agreement with a Loan Party (or a Person who was a Lender or an Affiliate of a Lender at 2229   the time of execution and delivery of the Hedging Agreement), including any Hedging Agreement entered 2230   into by a Person that is a Lender or an Affiliate of a Lender on the Closing Date with a Loan Party prior to 2231   the Closing Date. 2232   “Secured Parties” means the Lenders, the L/C Issuers, the Administrative Agent, any Secured 2233   Hedging Counterparty, each Cash Management Bank, each other Indemnitee and any other holder of any 2234   Obligation of any Loan Party. 2235   “Security” means all Stock, Stock Equivalents, voting trust certificates, bonds, debentures, in-2236   struments and other evidence of Indebtedness, whether or not secured, convertible or subordinated, all 2237   certificates of interest, share or participation in, all certificates for the acquisition of, and all warrants, op-2238   tions and other rights to acquire, any Security. 2239   “Sell” means, with respect to any property, to sell, convey, transfer, assign, license, lease or oth-2240   erwise dispose of, any interest therein or to permit any Person to acquire any such interest, including, in 2241   each case, through a Sale and Leaseback Transaction or through a sale, factoring at maturity, collection of 2242   or other disposal, with or without recourse, of any notes or accounts receivable.  Conjugated forms there-2243   of and the noun “Sale” have correlative meanings. 2244     





 







   -49-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Senior Notes” means the 6.50% Senior Notes due April 1, 2023, issued by the Borrower in Dol-2245   lars and governed by the terms of the Senior Notes Indenture, whether issued on or about the Closing 2246   Date or registered with the SEC and received by the Borrower in exchange for any Senior Note issued on 2247   or about the Closing Date. 2248   “Senior Notes Indenture” means the Indenture, dated as of April 1, 2015, between the Borrower 2249   and the Senior Notes Trustee. 2250   “Senior Notes Trustee” means Wilmington Trust, National Association, as trustee under the Sen-2251   ior Notes Indenture. 2252   “Solvent” means, with respect to any Person as of any date of determination, that, as of such date, 2253   (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than 2254   the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such 2255   Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not 2256   have unreasonably small capital.  In computing the amount of contingent or unliquidated liabilities at any 2257   time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances exist-2258   ing at such time, represents the amount that can reasonably be expected to become an actual or matured 2259   liability. 2260   “Special Flood Hazard Area” means an area that FEMA’s current flood maps indicate as an area 2261   having special flood or mudflow and/or flood erosion hazard. 2262   “Specified Equity Contribution” has the meaning specified in Section 9.5. 2263   “Sponsor” means Oaktree and its Affiliates and funds or partnerships managed or advised by 2264   them or any of their Affiliates, but not including, however, any of their respective portfolio companies. 2265   “SPV” means any special purpose funding vehicle identified as such in a writing by any Lender 2266   to the Administrative Agent. 2267   “Stock” means, with respect to any Person, any and all shares of, rights to purchase, warrants, op-2268   tions or depositary receipts for, or other equivalents of or partnership or other interests in (however desig-2269   nated), equity of such Person, including any Preferred Stock, but excluding any debt securities convertible 2270   into such equity. 2271   “Stock Equivalents” means all securities convertible into or exchangeable for Stock or any other 2272   Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire 2273   any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisa-2274   ble. 2275   “Subordinated Debt” means any Indebtedness that is subordinated to the payment in full of the 2276   Obligations on terms and conditions reasonably satisfactory to the Administrative Agent. 2277   “Subsidiary” means, with respect to any Person: 2278   (1) any corporation, association, or other business entity (other than a partnership, 2279   joint venture, limited liability company or similar entity) of which more than 50% of the total vot-2280   ing power of shares of Stock entitled (without regard to the occurrence of any contingency) to 2281   vote in the election of directors, managers or trustees thereof is at the time of determination 2282     





 







   -50-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiar-2283   ies of that Person or a combination thereof; or  2284   (2) any partnership, joint venture, limited liability company or similar entity of 2285   which:  2286   (a) more than 50% of the capital accounts, distribution rights, total equity 2287   and voting interests or general or limited partnership interests, as applicable, are owned 2288   or controlled, directly or indirectly, by such Person or one or more of the other Subsidiar-2289   ies of that Person or a combination thereof whether in the form of membership, general, 2290   special or limited partnership interests or otherwise; and  2291   (b) such Person or any Subsidiary of such Person is a controlling general 2292   partner or otherwise controls such entity. 2293   “Substitute Lender” has the meaning specified in Section 2.18(a). 2294   “Swap Obligation” means, with respect to any Person, any obligation to pay or perform under any 2295   agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the 2296   Commodity Exchange Act. 2297   “SWDA” means the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.). 2298   “Swingline Loan” has the meaning specified in Section 2.3(a). 2299   “Swingline Commitment” means $5,000,000. 2300   “Swingline Lender” means, each in its capacity as Swingline Lender hereunder, Royal Bank or, 2301   upon the resignation of Royal Bank as Administrative Agent hereunder, any Lender (or Affiliate or Ap-2302   proved Fund of any Lender) that agrees, with the approval of the Administrative Agent (or, if there is no 2303   such successor Administrative Agent, the Required Lenders) and the Borrower, to act as the Swingline 2304   Lender hereunder. 2305   “Swingline Request” has the meaning specified in Section 2.3(b). 2306   “Synthetic Lease” means, as to any Person, any lease (including leases that may be terminated by 2307   the lessee at any time) of any property (whether real, personal or mixed) that is designed to permit the 2308   lessee (a) to treat such lease as an operating lease, or not to reflect the leased property on the lessee’s bal-2309   ance sheet, under GAAP and (b) to claim depreciation on such property for U.S. federal income tax pur-2310   poses, other than any such lease under which such Person is the lessor. 2311   “Taxes” means any and all present or future taxes, duties, levies, imposts, assessments, deduc-2312   tions, withholdings or other similar charges imposed by any Governmental Authority, whether computed 2313   on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions 2314   to tax with respect to the foregoing. 2315   “Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the 2316   Borrower hereunder, expressed as an amount representing the maximum principal amount of the Term 2317   Loan to be made by such Term Lender under this Agreement, as such commitment may be (a) reduced 2318   from time to time pursuant to Section 2.5 and (b) reduced or increased from time to time pursuant to 2319   (i) assignments by or to such Term Lender pursuant to an Assignment (ii) an Incremental Amendment, 2320     





 







   -51-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (iii) a Refinancing Amendment, (iv) an Extension Amendment or (v) the incurrence of Replacement Term 2321   Loans. 2322   “Term Facility” means (a) prior to the Closing Date, the Initial Term Loan Commitments and 2323   (b) thereafter, each Class of Term Loans and/or Term Commitments. 2324   “Term Lender” means, at any time, any Lender that has (a) an outstanding Term Commitment or 2325   (b) an outstanding Term Loan at such time. 2326   “Term Loan Extension Request” has the meaning set forth in Section 2.21(a). 2327   “Term Loan Extension Series” has the meaning set forth in Section 2.21(a). 2328   “Term Loan Maturity Date” means the seventh (7th) anniversary of the Closing Date. 2329   “Term Loans” means any Initial Term Loan, Extended Term Loan, Incremental Term Loan, Re-2330   financing Term Loan or Replacement Term Loan, as the context may require. 2331   “Term Note” means a promissory note of the Borrower, substantially in the form of Exhibit B-1, 2332   payable to a Lender or its registered assigns, evidencing the aggregate Indebtedness of the Borrower to 2333   such Lender resulting from the Term Loans made by such Lender. 2334   “Test Period” means, for any determination under this Agreement, the four consecutive fiscal 2335   quarters of the Borrower then last ended and for which Financial Statements shall have been delivered (or 2336   required to be delivered) to the Administrative Agent pursuant to Section 6.1 (or, before the first delivery 2337   of Financial Statements pursuant to Section 6.1, the most recent period of four fiscal quarters at the end of 2338   which financial statements are available). 2339   “Title IV Plan” means a pension plan subject to Title IV of ERISA, other than a Multiemployer 2340   Plan, sponsored or maintained by an ERISA Affiliate or to which any ERISA Affiliate has an obligation 2341   to contribute or could otherwise have liability. 2342   “Total Assets” means, as of any date, the total consolidated assets of the Borrower and its Subsid-2343   iaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the Borrower 2344   and its Subsidiaries, determined on a Pro Forma Basis. 2345   “Total Leverage Ratio” means, with respect to any Person as of any date, the ratio of 2346   (a) Consolidated Total Debt of such Person outstanding as of such date to (b) Consolidated EBITDA for 2347   such Person for the last period of four consecutive Fiscal Quarters ending on or before such date. 2348   “Total Net Leverage Ratio” means, with respect to any Person as of any date, the ratio of 2349   (a) Consolidated Total Debt of such Person outstanding as of such date minus unrestricted cash and Cash 2350   Equivalents of Borrower and its Restricted Subsidiaries (other than the proceeds of any Indebtedness the 2351   incurrence of which gives rise to the need to calculate the Total Net Leverage Ratio) to (b) Consolidated 2352   EBITDA for such Person for the last period of four consecutive Fiscal Quarters ending on or before such 2353   date. 2354   “Trade Secrets” means all right, title and interest (and all related IP Ancillary Rights) arising un-2355   der any Requirement of Law in or relating to trade secrets. 2356     





 







   -52-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Trademarks” means all rights, title and interests (and all related IP Ancillary Rights) arising un-2357   der any Requirement of Law in or relating to trademarks, trade names, corporate names, company names, 2358   business names, fictitious business names, trade styles, service marks, logos and other source or business 2359   identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof 2360   and all applications in connection therewith. 2361   “Transactions” means the offering of the Senior Notes and the application of the proceeds thereof 2362   and the entry into this Agreement and the making of the Loans on the Closing Date and the application of 2363   the proceeds thereof. 2364   “Transaction Expenses” means any fees or expenses incurred or paid by the Borrower or any Re-2365   stricted Subsidiary in connection with the Transactions. 2366   “Transformative Acquisition” means any acquisition that is not permitted by the terms of this 2367   Agreement immediately prior to the consummation of such acquisition. 2368   “UCC” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable 2369   jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in 2370   the State of New York. 2371   “UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Docu-2372   mentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version 2373   thereof as may be in effect at the time of issuance).  2374   “Undisclosed Administration” means in relation to a Lender the appointment of an administrator, 2375   provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory 2376   authority or regulator under or based on the law in the country where such Lender is subject to home ju-2377   risdiction supervision if applicable law requires that such appointment is not to be publicly disclosed. 2378   “United States” means the United States of America. 2379   “Unrestricted Subsidiary” means (a) any Subsidiary of the Borrower that at the time of determina-2380   tion is an Unrestricted Subsidiary (as designated by the Borrower, as provided below) and (b) any Subsid-2381   iary of an Unrestricted Subsidiary.  2382   “Unused Commitment Fee” has the meaning specified in Section 2.11(a). 2383   “U.S. Lender” has the meaning specified in Section 2.17(e)(ii)(A). 2384   “Voting Stock” of a Person means all classes of Stock of such Person then outstanding and nor-2385   mally entitled to vote in the election of directors. 2386   “Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified 2387   Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: (a) the sum of 2388   the products of the number of years from the date of determination to the date of each successive sched-2389   uled principal payment of such Indebtedness or redemption or similar payment with respect to such Dis-2390   qualified Stock or Preferred Stock multiplied by the amount of such payment, by (b) the sum of all such 2391   payments. 2392   “Wholly Owned Subsidiary” of any Person means any Subsidiary of such Person, all of the Stock 2393   of which (other than nominal holdings and director’s qualifying shares) is owned by such Person. 2394     





 







   -53-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   “Withdrawal Liability” means any liability incurred (whether or not assessed) by any ERISA Af-2395   filiate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to 2396   Section 4201 of ERISA. 2397   “Withholding Agent” means any Loan Party, the Administrative Agent and, in the case of any 2398   U.S. federal withholding Tax, any other applicable withholding agent. 2399   Section 1.2 UCC Terms.  The following terms have the meanings given to them in the appli-2400   cable UCC:  “commodity account,” “commodity contract,” “commodity intermediary,” “deposit ac-2401   count,” “entitlement holder,” “entitlement order,” “equipment,” “financial asset,” “general intangible,” 2402   “goods,” “instruments,” “inventory,” “securities account,” “securities intermediary” and “security enti-2403   tlement.” 2404   Section 1.3 Accounting Terms and Principles. 2405   (a) GAAP.  Except as set forth in any Loan Document, all accounting terms not spe-2406   cifically defined herein shall be construed in accordance with GAAP (except for the term “property,” 2407   which shall be interpreted as broadly as possible, including, in any case, cash, Securities, other assets, 2408   rights under Contractual Obligations and Permits and any right or interest in any property).  No change in 2409   the accounting principles used in the preparation of any Financial Statement hereafter adopted by the Bor-2410   rower shall be given effect if such change would affect a calculation that measures compliance with any 2411   provision of Article 5 or Article 8 unless the Borrower, the Administrative Agent and the Required Lend-2412   ers agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are 2413   modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder 2414   shall be provided together with a reconciliation between the calculations and amounts set forth therein 2415   before and after giving effect to such change in GAAP.  Notwithstanding any other provision contained 2416   herein, all terms of an accounting or financial nature used herein shall be construed, and all computations 2417   of amounts and ratios referred to in Article 5 and Article 8 shall be made, without giving effect to any 2418   election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting 2419   Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party 2420   or any Subsidiary of any Loan Party at “fair value.”  A breach of a financial covenant contained in Arti-2421   cle 5 shall be deemed to have occurred as of the last day of any specified measurement period, regardless 2422   of when the financial statements reflecting such breach are delivered to the Administrative Agent. 2423   (b) Pro Forma.  All components of financial calculations made to determine compli-2424   ance with Article 5 shall be adjusted on a Pro Forma Basis to include or exclude, as the case may be, 2425   without duplication, such components of such calculations attributable to any Pro Forma Transaction con-2426   summated after the first day of the applicable period of determination and prior to the end of such period. 2427   Section 1.4 Payments.  The Administrative Agent may set up reasonable standards and pro-2428   cedures to determine or redetermine the equivalent in Dollars of any amount expressed in any currency 2429   other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by 2430   any Loan Party or any L/C Issuer.  Any such determination or redetermination by the Administrative 2431   Agent shall be conclusive and binding for all purposes, absent manifest error.  No determination or rede-2432   termination by any Secured Party or Loan Party and no other currency conversion shall change or release 2433   any obligation of any Loan Party or of any Secured Party (other than the Administrative Agent and its 2434   Related Persons) under any Loan Document, each of which agrees to pay separately for any shortfall re-2435   maining after any conversion and payment of the amount as converted.  The Administrative Agent may 2436   round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder 2437   to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds. 2438     





 







   -54-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Section 1.5 Interpretation. 2439   (a) Certain Terms.  The terms “herein,” “hereof” and similar terms refer to this 2440   Agreement as a whole.  In the computation of periods of time from a specified date to a later specified 2441   date in any Loan Document, the terms “from” means “from and including” and the words “to” and “until” 2442   each mean “to but excluding” and the word “through” means “to and including.”  In any other case, the 2443   term “including” when used in any Loan Document means “including without limitation.”  The term 2444   “documents” means all writings, however evidenced and whether in physical or electronic form, includ-2445   ing all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, 2446   opinions and reports.  The term “incur” means incur, create, make, issue, assume or otherwise become 2447   directly or indirectly liable in respect of or responsible for, in each case whether directly or indirectly, and 2448   the terms “incurrence” and “incurred” and similar derivatives shall have correlative meanings.  Any refer-2449   ence herein to any Person shall be construed to include such Person’s successors and assigns (subject to 2450   restrictions on such assignments set forth herein). 2451   (b) Certain References.  Unless otherwise expressly indicated, references (i) in this 2452   Agreement to an Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit or Schedule 2453   to, or Article, Section or clause in, this Agreement and (ii) in any Loan Document, to (A) any agreement 2454   shall include, without limitation, all exhibits, schedules, appendixes and annexes to such agreement and, 2455   unless the prior consent of any Secured Party required therefor is not obtained, any modification to any 2456   term of such agreement, (B) any statute shall be to such statute as modified from time to time and to any 2457   successor legislation thereto, in each case as in effect at the time any such reference is operative and 2458   (C) any time of day shall be a reference to New York time.  Titles of articles, sections, clauses, exhibits, 2459   schedules and annexes contained in any Loan Document are without substantive meaning or content of 2460   any kind whatsoever and are not a part of the agreement between the parties hereto.  Unless otherwise 2461   expressly indicated, the meaning of any term defined (including by reference) in any Loan Document 2462   shall be equally applicable to both the singular and plural forms of such term. 2463   (c) Laws.  References to any statute or regulation may be made by using either the 2464   common or public name thereof or a specific citation reference and are to be construed as including all 2465   statutory and regulatory provisions relating thereto or consolidating, amending, replacing, supplementing 2466   or interpreting the statute or regulation. 2467   Section 1.6 Limited Condition Acquisitions.   2468   Notwithstanding anything in this Agreement to the contrary, when calculating the First Net Lien 2469   Leverage Ratio and the Total Leverage Ratio, in connection with a Limited Condition Acquisition, the 2470   date of determination of such ratio and of any default or event of default condition precedent shall, at the 2471   option of the Borrower, be the date the definitive agreements for such Limited Condition Acquisition are 2472   entered into and such ratio shall be calculated on a Pro Forma Basis after giving effect to such Limited 2473   Condition Acquisition and the other transactions to be entered into in connection therewith (including any 2474   Incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning (or, in the 2475   case of any leverage ratio, as of the last day) of the applicable Test Period, and, for the avoidance of 2476   doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluc-2477   tuations in Consolidated EBITDA of the Borrower or the target company of such Limited Condition Ac-2478   quisition) at or prior to the consummation of the relevant Limited Condition Acquisition or the date that 2479   the definitive agreement for such Limited Condition Acquisition is terminated without consummation of 2480   such Limited Condition Acquisition and the Borrower has elected to test such ratios on the date the de-2481   finitive agreements for such Limited Condition Acquisition are entered into, such ratios will not be 2482   deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether 2483   the Limited Condition Acquisition is permitted hereunder and (y) such ratio shall not be tested at the time 2484     





 







   -55-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if 2485   the Borrower elects to have such determinations occur at the time of entry into such definitive agreement, 2486   any such transactions shall be deemed to have occurred on the date the definitive agreements are entered 2487   and outstanding thereafter for purposes of calculating any ratios under this Agreement after the date of 2488   such agreement and before the consummation of such Limited Condition Acquisition or the date that the 2489   definitive agreement for such Limited Condition Acquisition is terminated without consummation of such 2490   Limited Condition Acquisition and to the extent baskets were utilized in satisfying any covenants, such 2491   baskets shall be deemed utilized, but any calculation of Consolidated Net Income or Consolidated 2492   EBITDA (or any other financial definition related to either of the foregoing) for purposes of other incur-2493   rences of Indebtedness or Liens, or making of Restricted Payments (not related to such Limited Condition 2494   Acquisition) shall not reflect such Limited Condition Acquisition until it is closed or the date that the de-2495   finitive agreement for such Limited Condition Acquisition is terminated without consummation of such 2496   Limited Condition Acquisition. 2497   ARTICLE 2 2498    2499   THE FACILITIES 2500   Section 2.1 The Commitments. 2501   (a) Revolving Credit Commitments.  On the terms and subject to the conditions con-2502   tained in this Agreement, each Revolving Credit Lender severally, but not jointly, agrees to make loans in 2503   Dollars (each a “Revolving Loan”) to the Borrower from time to time on any Business Day during the 2504   period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount 2505   at any time outstanding for all such loans by such Lender not to exceed such Lender’s Revolving Credit 2506   Commitment; provided, however, that at no time shall any Revolving Credit Lender be obligated to make 2507   a Revolving Loan in excess of such Lender’s Pro Rata Share of the amount by which the then effective 2508   Revolving Credit Commitments exceeds the aggregate Revolving Credit Outstandings at such time.  2509   Within the limits set forth in the first sentence of this clause (a), amounts of Revolving Loans repaid may 2510   be reborrowed under this Section 2.1. 2511   (b) Term Loan Commitments.  On the terms and subject to the conditions contained 2512   in this Agreement, each Term Lender having an Initial Term Loan Commitment severally, but not jointly, 2513   agrees to make an Initial Term Loan to the Borrower on the Closing Date, in an amount not to exceed 2514   such Lender’s Initial Term Loan Commitment.  Amounts of Initial Term Loans repaid may not be rebor-2515   rowed. 2516   Section 2.2 Borrowing Procedures. 2517   (a) Notice From the Borrower.  Each Borrowing shall be made on notice given by 2518   the Borrower to the Administrative Agent not later than 11:00 a.m. on (i) the first Business Day, in the 2519   case of a Borrowing of Base Rate Loans and (ii) the third Business Day, in the case of a Borrowing of 2520   Eurodollar Rate Loans, prior to the date of the proposed Borrowing.  Each such notice may be made in a 2521   writing substantially in the form of Exhibit C (a “Notice of Borrowing”) duly completed.  Loans shall be 2522   made as Base Rate Loans unless, outside of a suspension period pursuant to Section 2.15, the Notice of 2523   Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans.  Each Borrowing shall be 2524   in an aggregate principal amount of no less than $1,000,000 or a whole multiple of $100,000 in excess 2525   thereof.  If the Borrower fails to specify whether a Borrowing is to be a Base Rate Loan or a Eurodollar 2526   Rate Loan in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans.  If the 2527   Borrower requests a Borrowing of Eurodollar Rate Loans in any such Notice of Borrowing, but fails to 2528   specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. 2529     





 







   -56-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (b) Notice to Each Lender.  The Administrative Agent shall give to each Lender 2530   prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if Eurodollar Rate 2531   Loans are properly requested in such Notice of Borrowing, prompt notice of the applicable interest rate.  2532   Each Lender shall, before 11:00 a.m. on the date of the proposed Borrowing, make available to the Ad-2533   ministrative Agent at its address referred to in Section 11.11, such Lender’s Pro Rata Share of such pro-2534   posed Borrowing.  Upon fulfillment or due waiver (i) on the Closing Date, of the applicable conditions set 2535   forth in Section 3.1 and (ii) on the Closing Date and any time thereafter, of the applicable conditions set 2536   forth in Section 3.2, the Administrative Agent shall make such funds available to the Borrower. 2537   (c) Non-Funding Lenders. 2538   (i) Unless the Administrative Agent shall have received notice from any Lender pri-2539   or to the date such Lender is required to make any payment hereunder with respect to any Loan or 2540   any participation in any Swingline Loan or Letter of Credit that such Lender will not make such 2541   payment (or any portion thereof) available to the Administrative Agent, the Administrative Agent 2542   may assume that such Lender has made such payment available to the Administrative Agent on 2543   the date such payment is required to be made in accordance with this Article 2 and the Adminis-2544   trative Agent may, in reliance upon such assumption, make available to the Borrower on such 2545   date a corresponding amount; provided that nothing herein or in any other Loan Document shall 2546   be deemed to require the Administrative Agent to advance funds on behalf of any Lender.  The 2547   Borrower agrees to repay to the Administrative Agent on demand such amount (until repaid by 2548   such Lender) with interest thereon for each day from the date such amount is made available to 2549   the Borrower until the date such amount is repaid to the Administrative Agent, at the interest rate 2550   applicable to the Obligation that would have been created when the Administrative Agent made 2551   available such amount to the Borrower had such Lender made a corresponding payment availa-2552   ble; provided, however, that such payment shall not relieve such Lender of any obligation it may 2553   have to the Borrower, the Swingline Lender or any L/C Issuer.  In addition, any Non-Funding 2554   Lender agrees to pay, without duplication, such amount to the Administrative Agent on demand 2555   together with interest thereon, for each day from the date such amount is made available to the 2556   Borrower until the date such amount is repaid to the Administrative Agent, at the Federal Funds 2557   Rate for the first Business Day and thereafter at the interest rate applicable at the time to such Re-2558   volving Loan.  Such repayment shall then constitute the funding of the corresponding Revolving 2559   Loan (including any Revolving Loan deemed to have been made hereunder with such payment) 2560   or participation.  The failure of a Non-Funding Lender to make any Revolving Loan, to fund any 2561   purchase of any participation to be made or funded by it or to make any other payment required to 2562   be made by it under the Loan Documents, in each case on the date specified therefore, shall not 2563   relieve any other Lender of its obligations to make such loan, fund the purchase of such participa-2564   tion or make any other such payment under any Loan Document on such date, but neither the 2565   Administrative Agent nor, other than as expressly set forth herein, any Lender shall be responsi-2566   ble for the failure of any Non-Funding Lender to make a Loan, fund the purchase of a participa-2567   tion or make any other payment required under any Loan Document. 2568   (ii) Reallocation.  If any Revolving Credit Lender is a Non-Funding Lender, all or a 2569   portion of such Non-Funding Lender’s L/C Obligations (unless such Lender is the L/C Issuer that 2570   Issued such Letter of Credit) and reimbursement obligations with respect to Swingline Loans 2571   shall, at the Administrative Agent’s election at any time or upon any L/C Issuer’s or Swingline 2572   Lender’s, as applicable, written request delivered to the Administrative Agent (whether before or 2573   after the occurrence of any Default or Event of Default), be reallocated to and assumed by the 2574   Revolving Credit Lenders that are not Non-Funding Lenders or Impacted Lenders pro rata in ac-2575   cordance with their Pro Rata Share of the Revolving Credit Commitment (calculated as if the 2576   Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Credit 2577     





 







   -57-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Lender’s Pro Rata Share had been increased proportionately), provided that no Revolving Credit 2578   Lender shall be reallocated any such amounts or be required to fund any amounts that would 2579   cause the sum of its outstanding Revolving Loans, outstanding L/C Obligations, amounts of its 2580   participations in Swingline Loans and its pro rata share of unparticipated amounts in Swingline 2581   Loans to exceed its Revolving Credit Commitment. 2582   (iii) Voting Rights.  Notwithstanding anything herein to the contrary, including Sec-2583   tion 11.1, a Non-Funding Lender shall not have any voting or consent rights under or with respect 2584   to any Loan Document or constitute a “Lender” or a “Revolving Credit Lender” (or be, or have its 2585   Loans or Commitments, included in the determination of “Required Lenders,” “Required Revolv-2586   ing Credit Lenders” or “Lenders directly affected” pursuant to Section 11.1) for any voting or 2587   consent rights under or with respect to any Loan Document; provided that (A) the Commitment 2588   of a Non-Funding Lender may not be increased, extended or reinstated, (B) the principal of a 2589   Non-Funding Lender’s Loans may not be reduced or forgiven and (C) the interest rate applicable 2590   to Obligations owing to a Non-Funding Lender may not be reduced, in each case without the con-2591   sent of such Non-Funding Lender.  For the purposes of determining Required Lenders and Re-2592   quired Revolving Credit Lenders, the Loans and Commitments held by Non-Funding Lenders 2593   shall be excluded from the total Loans and Commitments outstanding. 2594   (iv) Borrower Payments to a Non-Funding Lender.  The Administrative Agent shall 2595   be entitled to hold, in a non-interest bearing account, all portions of any payments received by the 2596   Administrative Agent for the benefit of any Non-Funding Lender pursuant to this Agreement as 2597   cash collateral.  The Administrative Agent is hereby authorized to use such cash collateral to pay 2598   in full the Aggregate Excess Funding Amount to the appropriate Secured Parties, and then, to 2599   hold as cash collateral the amount of such Non-Funding Lender’s pro rata share, without giving 2600   effect to any reallocation pursuant to Section 2.2(c)(ii), of all L/C Obligations until the Obliga-2601   tions are paid in full in cash, all L/C Obligations have been discharged or cash collateralized and 2602   all Commitments have been terminated.  Upon any such unfunded obligations owing by a Non-2603   Funding Lender becoming due and payable, the Administrative Agent shall be authorized to use 2604   such cash collateral to make such payment on behalf of such Non-Funding Lender.  With respect 2605   to such Non-Funding Lender’s failure to fund Revolving Loans or purchase participations in Let-2606   ters of Credit or L/C Obligations, any amounts applied by the Administrative Agent to satisfy 2607   such funding shortfalls shall be deemed to constitute a Revolving Loan or amount of the partici-2608   pation required to be funded and, if necessary to effectuate the foregoing, the other Revolving 2609   Credit Lenders shall be deemed to have sold, and such Non-Funding Lender shall be deemed to 2610   have purchased, Revolving Loans or Letter of Credit participation interests from the other Re-2611   volving Credit Lenders until such time as the aggregate amount of the Revolving Loans and par-2612   ticipations in Letters of Credit and L/C Obligations are held by the Revolving Credit Lenders in 2613   accordance with their Pro Rata Shares of the Revolving Credit Commitment.  Any amounts ow-2614   ing by a Non-Funding Lender to the Administrative Agent which are not paid when due shall ac-2615   crue interest at the interest rate applicable during such period to Revolving Loans that are Base 2616   Rate Loans.  In the event that the Administrative Agent is holding cash collateral of a Non-2617   Funding Lender that cures pursuant to clause (v) below or ceases to be a Non-Funding Lender 2618   pursuant to the definition of “Non-Funding Lender,” the Administrative Agent shall return the 2619   unused portion of such cash collateral to such Lender.  The “Aggregate Excess Funding Amount” 2620   of a Non-Funding Lender shall be the aggregate amount of (A) all unpaid obligations owing by 2621   such Lender to the Administrative Agent, L/C Issuers, Swingline Lender, and other Lenders un-2622   der the Loan Documents, including such Lender’s pro rata share of all Revolving Loans, L/C Ob-2623   ligations, Swingline Loans, plus, without duplication, (B) all amounts of such Non-Funding 2624   Lender’s L/C Obligations and reimbursement Obligations with respect to Swingline Loans reallo-2625   cated to other Lenders pursuant to Section 2.2(c)(ii). 2626     





 







   -58-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (v) Cure.  A Lender may cure its status as a Non-Funding Lender under clause (a) of 2627   the definition of “Non-Funding Lender” if such Lender fully pays to the Administrative Agent, on 2628   behalf of the applicable Secured Parties, the Aggregate Excess Funding Amount, plus all interest 2629   due thereon. Any such cure shall not relieve any Lender from liability for breaching its contractu-2630   al obligations hereunder. 2631   (vi) Fees.  A Lender that is a Non-Funding Lender pursuant to clause (a) of the defi-2632   nition of “Non-Funding Lender” shall not earn and shall not be entitled to receive, and the Bor-2633   rower shall not be required to pay, such Lender’s portion of the Unused Commitment Fee during 2634   the time such Lender is a Non-Funding Lender pursuant to clause (a) thereof.  In the event that 2635   any reallocation of L/C Obligations occurs pursuant to Section 2.2(c)(ii)), during the period of 2636   time that such reallocation remains in effect, the Letter of Credit Fee payable with respect to such 2637   reallocated portion shall be payable to (A) all Revolving Credit Lenders based on their pro rata 2638   share of such reallocation or (B) to the L/C Issuer for any remaining portion not reallocated to 2639   any other Revolving Credit Lenders. 2640   Section 2.3 Swingline Loans.   2641   (a) Availability.  On the terms and subject to the conditions contained in this Agree-2642   ment, the Swingline Lender may, in its sole discretion, make loans in Dollars (each a “Swingline Loan”) 2643   available to the Borrower under the Revolving Credit Facility from time to time on any Business Day dur-2644   ing the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal 2645   amount at any time outstanding not to exceed its Swingline Commitment; provided, however, that the 2646   Swingline Lender may not make any Swingline Loan (x) to the extent that after giving effect to such 2647   Swingline Loan, the aggregate Revolving Credit Outstandings would exceed the Revolving Credit Com-2648   mitments and (y) in the period commencing on the first Business Day after it receives notice from the 2649   Administrative Agent or the Required Revolving Credit Lenders that one or more of the conditions prece-2650   dent contained in Section 3.2 are not satisfied and ending when such conditions are satisfied or duly 2651   waived.  In connection with the making of any Swingline Loan, the Swingline Lender may but shall not 2652   be required to determine that, or take notice whether, the conditions precedent set forth in Section 3.2 2653   have been satisfied or waived.  Each Swingline Loan shall be a Base Rate Loan and must be repaid in full 2654   on the earliest of (i) the funding date of any Borrowing of Revolving Loans and (ii) the Revolving Credit 2655   Termination Date.  Within the limits set forth in the first sentence of this clause (a), amounts of Swingline 2656   Loans repaid may be reborrowed under this clause (a). 2657   (b) Borrowing Procedures.  In order to request a Swingline Loan, the Borrower shall 2658   give to the Swingline Lender a notice to be received not later than 1:00 p.m. on the day of the proposed 2659   borrowing, which may be made in a writing substantially in the form of Exhibit D duly completed (a 2660   “Swingline Request”) or by telephone if confirmed promptly but, in any event, prior to such borrowing, 2661   with such a Swingline Request.  In addition, if any Notice of Borrowing requests a Borrowing of Base 2662   Rate Loans, the Swingline Lender may, notwithstanding anything else to the contrary in Section 2.2, 2663   make a Swingline Loan available to the Borrower in an aggregate amount not to exceed such proposed 2664   Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accord-2665   ingly by the principal amount of such Swingline Loan.  Upon receipt of such notice and subject to the 2666   terms of this Agreement, the Swingline Lender may make a Swingline Loan available to the Borrower by 2667   making the proceeds thereof available to the Administrative Agent and, in turn, the Administrative Agent 2668   shall make such proceeds available to the Borrower on the date set forth in the relevant Swingline Re-2669   quest. 2670   (c) Refinancing Swingline Loans.  The Swingline Lender may at any time forward a 2671   demand to the Administrative Agent (which the Administrative Agent shall, upon receipt, forward to each 2672     





 







   -59-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Revolving Credit Lender) that each Revolving Credit Lender pay to the Administrative Agent, for the 2673   account of the Swingline Lender, such Revolving Credit Lender’s Pro Rata Share of all or a portion of the 2674   outstanding Swingline Loans (as such amounts may be increased pursuant to Section 2.2(c)(ii)).  Each 2675   Revolving Credit Lender shall pay such Pro Rata Share to the Administrative Agent for the account of the 2676   Swingline Lender.  Upon receipt by the Administrative Agent of such payment (other than during the 2677   continuation of any Event of Default under Section 9.1(e)), such Revolving Credit Lender shall be 2678   deemed to have made a Revolving Loan to the Borrower, which, upon receipt of such payment by the 2679   Swingline Lender from the Administrative Agent, the Borrower shall be deemed to have used in whole to 2680   refinance such Swingline Loan.  In addition, regardless of whether any such demand is made, upon the 2681   occurrence of any Event of Default under Section 9.1(e), each Revolving Credit Lender shall be deemed 2682   to have acquired, without recourse or warranty, an undivided interest and participation in each Swingline 2683   Loan in an amount equal to such Lender’s Pro Rata Share of such Swingline Loan.  If any payment made 2684   by any Revolving Credit Lender as a result of any such demand is not deemed a Revolving Loan, such 2685   payment shall be deemed a funding by such Lender of such participation.  Such participation shall not be 2686   otherwise required to be funded.  Upon receipt by the Swingline Lender of any payment from any Re-2687   volving Credit Lender pursuant to this clause (c) with respect to any portion of any Swingline Loan, the 2688   Swingline Lender shall promptly pay over to such Revolving Credit Lender all payments of principal (to 2689   the extent received after such payment by such Lender) and interest (to the extent accrued with respect to 2690   periods after such payment) received by the Swingline Lender with respect to such portion. 2691   (d) Obligation to Fund Absolute.  Each Revolving Credit Lender’s obligations pur-2692   suant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly 2693   in accordance with the terms of this Agreement under any and all circumstances whatsoever, including 2694   (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, 2695   any Affiliate thereof or any other Person may have against the Swingline Lender, any other Secured Party 2696   or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or 2697   the failure of the Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements 2698   the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (fi-2699   nancial or otherwise) of any Loan Party. 2700   (e) Provisions Related to Extended Revolving Credit Commitments.  If the maturity 2701   date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Cred-2702   it Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are 2703   in effect with a longer maturity date (each, a “non-Expiring Credit Commitment” and collectively, the 2704   “non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consent-2705   ed to by the applicable Swingline Lender, on the earliest occurring maturity date such Swingline Loan 2706   shall be deemed reallocated to the tranche or tranches of the non-Expiring Credit Commitments on a pro 2707   rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate 2708   credit exposure to exceed the aggregate amount of such non-Expiring Credit Commitments, immediately 2709   prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be 2710   repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has 2711   occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the 2712   Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring 2713   Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit 2714   Commitment.  Commencing with the maturity date of any tranche of Revolving Credit Commitments, the 2715   sublimit for Swingline Loans shall be agreed solely with the Swingline Lender. 2716   Section 2.4 Letters of Credit.   2717   (a) Commitment and Conditions.  On the terms and subject to the conditions con-2718   tained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such 2719     





 







   -60-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   L/C Issuer’s usual and customary business practices, and for the account of the Borrower and the Guaran-2720   tors (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn there-2721   under and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (de-2722   nominated in Dollars and with face amounts that are multiples of $250,000) from time to time on any 2723   Business Day during the period from the Closing Date until the Letter of Credit Expiration Date; provid-2724   ed, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the 2725   occurrence of any of the following, after giving effect to such Issuance: 2726   (i) (A) the aggregate Revolving Credit Outstandings would exceed the aggregate 2727   Revolving Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed 2728   the L/C Sublimit; 2729   (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more 2730   than one year after the date of Issuance thereof or (C) is later than the Letter of Credit Expiration 2731   Date; provided, however, that any Letter of Credit with a term not exceeding one year may pro-2732   vide for its renewal for additional periods not exceeding one year as long as (x) each of the Bor-2733   rower and such L/C Issuer have the option to prevent such renewal before the expiration of such 2734   term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such 2735   renewal to extend such expiration date beyond the date set forth in clause (C) above; or 2736   (iii) (A) any fee due in connection with, and on or prior to, such Issuance has not been 2737   paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such 2738   L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably 2739   acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is Issued for the 2740   account of any other Group Member, such Group Member), the documents that such L/C Issuer 2741   generally uses in the ordinary course of its business for the Issuance of letters of credit of the type 2742   of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). 2743   Furthermore, Royal Bank as an L/C Issuer may elect only to Issue Letters of Credit in its 2744   own name and may only Issue Letters of Credit to the extent permitted by Requirements of Law, and such 2745   Letters of Credit may not be acceptable by certain beneficiaries such as insurance companies.  For each 2746   such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice 2747   whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived in connection 2748   with the Issuance of any Letter of Credit; provided, however, that no Letter of Credit shall be Issued dur-2749   ing the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the 2750   Administrative Agent or the Required Revolving Credit Lenders that any condition precedent contained 2751   in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. 2752   Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding 2753   Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (i) the 2754   Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 2.18 or Section 2755   11.2, (ii) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been Cash Collat-2756   eralized, (iii) the Revolving Credit Commitments of the other Revolving Credit Lenders have been in-2757   creased by an amount sufficient to satisfy the Administrative Agent that all future L/C Obligations will be 2758   covered by all Revolving Credit Lenders that are not Non-Funding Lenders or Impacted Lenders, or (iv) 2759   the L/C Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Re-2760   volving Credit Lenders in a manner consistent with Section 2.2(c)(ii). 2761   (b) Notice of Issuance.  The Borrower shall give the relevant L/C Issuer and the 2762   Administrative Agent a notice of any requested Issuance of any Letter of Credit, which shall be effective 2763   only if received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. on the third 2764     





 







   -61-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Business Day prior to the date of such requested Issuance.  Such notice may be made in a writing substan-2765   tially the form of Exhibit E duly completed or in a writing in any other form acceptable to such L/C Issuer 2766   (an “L/C Request”). 2767   (c) Reporting Obligations of L/C Issuers.  Each L/C Issuer agrees to provide the 2768   Administrative Agent (which, after receipt, the Administrative Agent shall provide to each Revolving 2769   Credit Lender), in form and substance satisfactory to the Administrative Agent, each of the following on 2770   the following dates:  (i) on or prior to (A) any Issuance of any Letter of Credit by such L/C Issuer, (B) any 2771   drawing under any such Letter of Credit or (C) any payment (or failure to pay when due) by the Borrower 2772   of any related L/C Reimbursement Obligation, notice thereof, which shall contain a reasonably detailed 2773   description of such Issuance, drawing or payment, (ii) upon the request of the Administrative Agent (or 2774   any Revolving Credit Lender through the Administrative Agent), copies of any Letter of Credit Issued by 2775   such L/C Issuer and any related L/C Reimbursement Agreement and such other documents and infor-2776   mation as may reasonably be requested by the Administrative Agent and (iii) on the first Business Day of 2777   each calendar week, a schedule of the Letters of Credit Issued by such L/C Issuer, in form and substance 2778   reasonably satisfactory to the Administrative Agent, setting forth the L/C Obligations for such Letters of 2779   Credit outstanding on the last Business Day of the previous calendar week. 2780   (d) Acquisition of Participations.  Upon any Issuance of a Letter of Credit in accord-2781   ance with the terms of this Agreement resulting in any increase in the L/C Obligations, each Revolving 2782   Credit Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and 2783   participation in such Letter of Credit and the related L/C Obligations in an amount equal to such Lender’s 2784   Pro Rata Share of such L/C Obligations. 2785   (e) Reimbursement Obligations of the Borrower.  The Borrower agrees to pay to the 2786   L/C Issuer of any Letter of Credit, or to the Administrative Agent for the benefit of such L/C Issuer, each 2787   L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business 2788   Day after the Borrower receives notice from such L/C Issuer or from the Administrative Agent that pay-2789   ment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise 2790   due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (i) below.  In 2791   the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by the Borrower as 2792   provided in this clause (e) (or any such payment by the Borrower is rescinded or set aside for any reason), 2793   such L/C Issuer shall promptly notify the Administrative Agent of such failure (and, upon receipt of such 2794   notice, the Administrative Agent shall forward a copy to each Revolving Credit Lender) and, irrespective 2795   of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the 2796   Borrower with interest thereon computed (i) from the date on which such L/C Reimbursement Obligation 2797   arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving 2798   Loans that are Base Rate Loans and (ii) thereafter until payment in full, at the interest rate applicable dur-2799   ing such period to past due Revolving Loans that are Base Rate Loans. 2800   (f) Reimbursement Obligations of the Revolving Credit Lenders.  Upon receipt of 2801   the notice described in clause (e) above from the Administrative Agent, each Revolving Credit Lender 2802   shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share of such L/C 2803   Reimbursement Obligation (as such amount may be increased pursuant to Section 2.2(c)(ii)).  By making 2804   such payment (other than during the continuation of an Event of Default under Section 9.1(e)), such 2805   Lender shall be deemed to have made a Revolving Loan to the Borrower, which, upon receipt thereof by 2806   the Administrative Agent, for the benefit of such L/C Issuer, the Borrower shall be deemed to have used 2807   in whole to repay such L/C Reimbursement Obligation.  Any such payment that is not deemed a Revolv-2808   ing Loan shall be deemed a funding by such Lender of its participation in the applicable Letter of Credit 2809   and the related L/C Obligations.  Such participation shall not otherwise be required to be funded.  Follow-2810   ing receipt by any L/C Issuer of any payment from any Lender pursuant to this clause (f) with respect to 2811     





 







   -62-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly pay to the Administra-2812   tive Agent, for the benefit of such Lender, all amounts received by such L/C Issuer (or to the extent such 2813   amount shall have been received by the Administrative Agent for the benefit of such L/C Issuer, the Ad-2814   ministrative Agent shall promptly pay to such Lender all amounts received by the Administrative Agent 2815   for the benefit of such L/C Issuer) with respect to such portion. 2816   (g) Obligations Absolute.  The obligations of the Borrower and the Revolving Credit 2817   Lenders pursuant to clauses (d), (e) and (f) above shall be absolute, unconditional and irrevocable and 2818   performed strictly in accordance with the terms of this Agreement irrespective of (i) (A) the invalidity or 2819   unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting 2820   to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or 2821   any modification to any provision of any of the foregoing, (B) any document presented under a Letter of 2822   Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with 2823   the terms of such Letter of Credit or (C) any loss or delay, including in the transmission of any document, 2824   (ii) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (in-2825   cluding any Group Member) may have against the beneficiary of any Letter of Credit or any other Person, 2826   whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the 2827   existence of any other withholding, abatement or reduction, (iii) in the case of the obligations of any Re-2828   volving Credit Lender, (A) the failure of any condition precedent set forth in Section 3.2 to be satisfied 2829   (each of which conditions precedent the Revolving Credit Lenders hereby irrevocably waive) or (B) any 2830   adverse change in the condition (financial or otherwise) of any Loan Party and (iv) any other act or omis-2831   sion to act or delay of any kind of any Secured Party or any other Person or any other event or circum-2832   stance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this 2833   Section 2.4, constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving 2834   Credit Lender hereunder. 2835   (h) Provisions Related to Extended Revolving Credit Commitments.  If the Letter of 2836   Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the ex-2837   piry date of any Letter of Credit, then (i) if consented to by the applicable L/C Issuer, if one or more other 2838   tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall 2839   not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit 2840   could have been issued under such other tranches, automatically be deemed to have been issued (includ-2841   ing for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and 2842   to make Revolving Loans and payments in respect thereof pursuant to Sections 2.4(d), (e) and (f)) under 2843   (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such 2844   non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the 2845   unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial 2846   face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant 2847   to immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit.  2848   Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for 2849   Letters of Credit shall be agreed solely with the L/C Issuer. 2850   (i) Applicability of ISP and UCP.  Unless otherwise expressly agreed by the L/C Is-2851   suer and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each 2852   standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.  2853   Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C 2854   Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the 2855   L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be ap-2856   plied to any Letter of Credit or this Agreement, including the Laws or any order of a jurisdiction where 2857   the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the 2858   decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the 2859     





 







   -63-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), 2860   or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such 2861   law or practice. 2862   Section 2.5 Reduction and Termination of the Commitments.   2863   (a) Optional.  The Borrower may, upon delivery of a Notice of Repay-2864   ment/Prepayment/Cancellation to the Administrative Agent, terminate the unused Commitments of any 2865   Class, or from time to time permanently reduce the unused Commitments of any Class, in each case with-2866   out premium or penalty; provided that (i) any such Notice of Repayment/Prepayment/Cancellation must 2867   be received by the Administrative Agent no later than 11:00 a.m. (A) three Business days prior to any 2868   date of prepayment of Eurocurrency Rate Loans) and (B) one Business Day prior to the date of prepay-2869   ment of Base Rate Loans, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000, or 2870   any whole multiple of $100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after 2871   giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the 2872   Swingline Loan Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be au-2873   tomatically reduced by the amount of such excess.  Except as provided above, the amount of any such 2874   Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swingline Sublimit un-2875   less otherwise specified by the Borrower.  Notwithstanding the foregoing, the Borrower may rescind or 2876   postpone any notice of termination of any Commitments if such termination would have resulted from a 2877   refinancing of all or any portion of the applicable Class or occurrence of other event, which refinancing or 2878   other event shall not be consummated or otherwise shall be delayed. 2879   (b) Mandatory.  The Initial Term Commitment of each Term Lender shall be auto-2880   matically and permanently reduced to $0 upon the funding of the Initial Term Loans on the Closing Date.  2881   The Revolving Credit Commitment of each Class shall automatically and permanently terminate on the 2882   Maturity Date with respect to such Class of Revolving Credit Commitments. 2883   (c) Application of Commitment Reductions; Payment of Fees.  The Administrative 2884   Agent will promptly notify the Appropriate Lenders of any termination or reduction of unused portions of 2885   the L/C Sublimit or the Swingline Commitment or the unused Commitments of any Class under this Sec-2886   tion 2.5.  Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of 2887   such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments 2888   are reduced (other than the termination of the Commitment of any Lender as provided in Section 2.18).  2889   All facility fees accrued until the effective date of any termination of the Commitments of all Lenders 2890   shall be paid on the effective date of such termination. 2891   Section 2.6 Repayment of Loans.   2892   (a) Term Loans.  The Borrower shall repay to the Administrative Agent for the rata-2893   ble account of the Term Lenders (i) on the last Business Day of each March, June, September and De-2894   cember, commencing with the first full quarter after the Closing Date, an aggregate principal amount 2895   equal to 0.25% of the aggregate principal amount of all Initial Term Loans (which payments shall be re-2896   duced as a result of the application of prepayments in accordance with the order of priority set forth in 2897   Sections 2.7 and 2.8, as applicable) and (ii) on the Maturity Date for the Initial Term Loans of each Class, 2898   the aggregate principal amount of all Initial Term Loans of such Class outstanding on such date. In the 2899   event any other Incremental Term Loans, Refinancing Term Loans or Extended Term Loans are made, 2900   such other Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, 2901   shall be repaid by the Borrower in the amounts and on the dates set forth in the Incremental Amendment, 2902   Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity 2903   Date thereof. 2904     





 







   -64-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (b) Revolving Loans.  The Borrower shall repay to the Administrative Agent for the 2905   ratable account of the Appropriate Lenders on the applicable Maturity Date for the Revolving Credit Fa-2906   cilities of a given Class the aggregate principal amount of all of its Revolving Loans of such Class out-2907   standing on such date. 2908   (c) Swingline Loans.  The Borrower shall repay each Swingline Loan on the earlier 2909   to occur of (i) the date five (5) Business Days after such Loan is made and (ii) the Maturity Date for the 2910   Revolving Credit Facility (although Swingline Loans may thereafter be reborrowed, in accordance with 2911   the terms and conditions hereof, if there are one or more Classes of Revolving Credit Commitments 2912   which remain in effect). 2913   Section 2.7 Optional Prepayments.   2914   (a) The Borrower may, upon delivery of a Notice of Repay-2915   ment/Prepayment/Cancellation to the Administrative Agent, voluntarily prepay the outstanding principal 2916   amount of any Loan, without premium or penalty (subject to Section 2.7(d)), in whole or in part at any 2917   time (together with any breakage costs that may be owing pursuant to Section 2.16 after giving effect to 2918   such prepayment); provided that (1) such Notice of Repayment/Prepayment/Cancellation must be re-2919   ceived by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of 2920   prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of 2921   Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum principal 2922   amount of $1,000,000, or a whole multiple of $100,000 in excess thereof; and (3) any prepayment of Base 2923   Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in 2924   excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such 2925   Notice of Repayment/Prepayment/Cancellation shall specify the date and amount of such prepayment and 2926   the Class(es) and Type(s) of Loans to be prepaid.  The Administrative Agent will promptly notify each 2927   Appropriate Lender of its receipt of each such Notice of Repayment/Prepayment/Cancellation, and of the 2928   amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of 2929   such prepayment.  If such Notice of Repayment/Prepayment/Cancellation is given by the Borrower, the 2930   Borrower shall make such prepayment and the payment amount specified in such Notice of Repay-2931   ment/Prepayment/Cancellation shall be due and payable on the date specified therein. Any prepayment of 2932   a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any addi-2933   tional amounts required pursuant to Section 2.16.  In the case of each prepayment of the Loans pursuant 2934   to this Section 2.7, the Borrower may in its sole discretion select the Loan or Loans (and the order of ma-2935   turity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in 2936   accordance with their respective Pro Rata Shares or other applicable or, in the absence of direction, indi-2937   rect order of maturity share provided for under this Agreement. 2938   (b) The Borrower may, upon delivery of a Notice of Repay-2939   ment/Prepayment/Cancellation to the Swingline Lender, at any time or from time to time, voluntarily pre-2940   pay Swingline Loans in whole or in part without premium or penalty; provided that (1) such Notice of 2941   Repayment/Prepayment/Cancellation must be received by the Swingline Lender and the Administrative 2942   Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a 2943   minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the 2944   entire principal amount thereof then outstanding.  Each such Notice of Repay-2945   ment/Prepayment/Cancellation shall specify the date and amount of such prepayment.  If such Notice of 2946   Repayment/Prepayment/Cancellation is given by the Borrower, unless rescinded, the Borrower shall 2947   make such prepayment and the payment amount specified in such Notice of Repay-2948   ment/Prepayment/Cancellation shall be due and payable on the date specified therein. 2949     





 







   -65-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (c) Notwithstanding anything to the contrary contained in this Agreement, the Bor-2950   rower may rescind any notice of prepayment under Section 2.7(a) or 2.7(b) if such prepayment would 2951   have resulted from a refinancing of all or any portion of the applicable Class or occurrence of another 2952   event, which refinancing or event shall not be consummated or shall otherwise be delayed. 2953   (d) In the event that, on or prior to the date that is twelve (12) months after the Clos-2954   ing Date, the Borrower (x) prepays, repays, refinances, substitutes or replaces any Initial Term Loans in 2955   connection with a Repricing Event (in each case other than in connection with a Change of Control or a 2956   Transformative Acquisition), or (y) effects any amendment, modification or waiver of, or consent under, 2957   this Agreement resulting in a Repricing Event (in each case other than in connection a Change of Control 2958   or a Transformative Acquisition), the Borrower shall pay to the Administrative Agent, for the ratable ac-2959   count of each of the applicable Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate 2960   principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) 2961   in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Initial Term Loans 2962   that are the subject of such Repricing Event outstanding immediately prior to such amendment, modifica-2963   tion, waiver or consent. 2964   Section 2.8 Mandatory Prepayments.   2965   (a) Excess Cash Flow.  The Borrower shall pay or cause to be paid to the Adminis-2966   trative Agent, within five (5) Business Days after the last date Financial Statements can be delivered pur-2967   suant to Section 6.1(c) for any Fiscal Year ending on and after December 31, 2015 (provided that Excess 2968   Cash Flow for the Fiscal Year ended December 31, 2015 shall be calculated solely with respect to the pe-2969   riod from the end of the first full fiscal quarter after the Closing Date to the end of such Fiscal Year), an 2970   amount equal to 50% of the Excess Cash Flow for such Fiscal Year; provided, however, that should the 2971   Total Net Leverage Ratio of the Borrower on the last day of such Fiscal Year be less than (i) 4.50 to 1.00, 2972   such percentage shall be reduced to 25% and (ii) 3.50 to 1.00, such percentage shall be reduced to 0%; 2973   provided that prepayments under this Section 2.8(a) shall only be required to the extent any Term Loans 2974   are outstanding or any Term Loan Commitment is available to Borrower; provided, further, the amount of 2975   any mandatory prepayment from Excess Cash Flow shall be reduced dollar-for-dollar by the amount of 2976   voluntary prepayments of the Term Loans made during such Fiscal Year to the extent not funded with the 2977   proceeds of long term indebtedness. 2978   (b) Debt Issuances.  Upon receipt on or after the Closing Date by any Loan Party of 2979   Net Cash Proceeds arising from the incurrence by the Borrower or any Restricted Subsidiary of Indebted-2980   ness (other than any such Indebtedness permitted hereunder in reliance upon Section 8.1 (other than Cred-2981   it Agreement Refinancing Indebtedness), the Borrower shall immediately pay or cause to be paid to the 2982   Administrative Agent an amount equal to 100% of such Net Cash Proceeds. 2983   (c) Asset Sales and Property Loss Events.  Within five (5) Business Days after re-2984   ceipt on or after the Closing Date by the Borrower or any Restricted Subsidiary of Net Cash Proceeds 2985   arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock 2986   and Sales of property permitted hereunder in reliance upon any of clauses (a) through (d) of Section 8.4 or 2987   (ii) any Property Loss Event with respect to any property of any Group Member to the extent resulting, in 2988   the aggregate with all other such Sales and Property Loss Events occurring in the same Fiscal Year, in the 2989   receipt by any of them of Net Cash Proceeds in excess of $3,000,000, the Borrower shall immediately pay 2990   or cause to be paid to the Administrative Agent an amount equal to 100% of such excess Net Cash Pro-2991   ceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, 2992   any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Borrower 2993   shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intend-2994   ed to be used to make Permitted Reinvestments and (y) on each Reinvestment Prepayment Date for such 2995     





 







   -66-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Net Cash Proceeds, the Borrower shall pay or cause to be paid to the Administrative Agent an amount 2996   equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and 2997   such Net Cash Proceeds. 2998   (d) Foreign Dispositions.  Notwithstanding any other provisions of this Section 2.8, 2999   (i) to the extent that any or all of the Net Cash Proceeds by a Foreign Subsidiary (a “Foreign Disposi-3000   tion”) is prohibited or delayed by applicable local law from being repatriated to the United States, the 3001   amount that is required to repay shall be reduced by the portion of such Net Cash Proceeds so affected so 3002   long, but only so long, as the applicable local law will not permit the applicable Foreign Subsidiary to 3003   repatriate the relevant amount to the United States (the Borrower hereby agreeing to cause the applicable 3004   Foreign Subsidiary to use commercially reasonable efforts to take all actions reasonably required by the 3005   applicable local law to permit such repatriation), and once such repatriation of any such affected Net Cash 3006   Proceeds is permitted under the applicable local law, Borrower shall be required to repay promptly an 3007   amount equal to the amount permitted to be repatriated (net of additional Taxes that would be payable or 3008   reserved against as a result of such a repatriation) and (ii) to the extent that the Borrower has determined 3009   in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition would 3010   have a material adverse Tax consequence (which for the avoidance of doubt, includes, but is not limited 3011   to, any repatriation whereby doing so the Borrower, any Restricted Subsidiary, or any of their respective 3012   affiliates and/or equity owners would incur a material tax liability, including as a result of a dividend or 3013   deemed dividend, or a material withholding tax, but taking into account any foreign tax credit or benefit 3014   received in connection with such repatriation) with respect to such Net Cash Proceeds, the Borrower shall 3015   not be required to repay an amount equal to such Net Cash Proceeds (the Borrower hereby agreeing to 3016   cause the applicable Foreign Subsidiary to use commercially reasonable efforts to take all actions within 3017   the reasonable control of the Borrower that are reasonably required to eliminate such tax effects). 3018   (e) Excess Outstandings.  On any date on which the aggregate principal amount of 3019   Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments, the Borrower shall 3020   pay to the Administrative Agent an amount equal to such excess. 3021   (f) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness 3022   after the Closing Date that is intended to constitute Credit Agreement Refinancing Indebtedness in respect 3023   of any Class of Term Loans, the Borrower shall cause to be prepaid an aggregate principal amount of 3024   Term Loans (or, in the case of Indebtedness constituting Credit Agreement Refinancing Indebtedness, the 3025   applicable Class of Term Loans) in an amount equal to 100% of all Net Proceeds received therefrom on 3026   or prior to the date which is five Business Days after the receipt by the Borrower or such Restricted Sub-3027   sidiary of such Net Proceeds. 3028   (g) Except as otherwise provided in any Refinancing Amendment, Extension 3029   Amendment or any Incremental Amendment (which may be prepaid on a less than pro rata basis in ac-3030   cordance with its terms) or as otherwise provided herein, (A) each prepayment of Term Loans pursuant to 3031   this Section 2.8 shall be applied ratably to each Class of Term Loans then outstanding (provided that any 3032   prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be 3033   applied solely to each applicable Class of Refinanced Debt); (B) with respect to each Class of Term 3034   Loans, each prepayment pursuant to clauses (a), (b) and (c) of this Section 2.8 shall be applied to the 3035   scheduled installments of principal thereof following the date of such prepayment in direct order of ma-3036   turity; and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro 3037   Rata Shares of such prepayment. 3038   (h) Application of Payments.  Any payments made to the Administrative Agent pur-3039   suant to this Section 2.8 shall be applied to the Obligations in accordance with Section 2.12(b). 3040     





 







   -67-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Section 2.9 Interest.   3041   (a) Rate.  All Loans and the outstanding amount of all other Obligations (other than 3042   pursuant to Secured Hedging Agreements) shall bear interest, in the case of Loans, on the unpaid princi-3043   pal amount thereof from the date such Loans are made and, in the case of such other Obligations, from the 3044   date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise pro-3045   vided in clause (c) below, as follows:  (i) in the case of Base Rate Loans, at a rate per annum equal to the 3046   sum of the Base Rate and the Applicable Margin, each as in effect from time to time, (ii) in the case of 3047   Eurodollar Rate Loans, at a rate per annum equal to the sum of the Eurodollar Rate and the Applicable 3048   Margin, each as in effect for the applicable Interest Period, and (iii) in the case of other Obligations, at a 3049   rate per annum equal to the sum of the Base Rate and the Applicable Margin for Revolving Loans that are 3050   Base Rate Loans, each as in effect from time to time. 3051   (b) Payments.  Interest accrued shall be payable in arrears (i) if accrued on the prin-3052   cipal amount of any Loan, (A) at maturity (whether by acceleration or otherwise) and (B)(1) if such Loan 3053   is a Base Rate Loan (including a Swingline Loan), on the last day of each calendar quarter commencing 3054   on the first such day following the making of such Loan, (2) if such Loan is a Eurodollar Rate Loan, on 3055   the last day of each Interest Period applicable to such Loan and, if applicable, on each date during such 3056   Interest Period occurring every 3 months from the first day of such Interest Period and (ii) if accrued on 3057   any other Obligation, on demand from any after the time such Obligation is due and payable (whether by 3058   acceleration or otherwise). 3059   (c) Default Interest.  Notwithstanding the rates of interest specified in clause (a) 3060   above or elsewhere in any Loan Document, effective immediately upon the occurrence of any Event of 3061   Default under Section 9.1(a) or (e) for as long as such Event of Default shall be continuing, the overdue 3062   principal amount of any Loan and overdue interest, fees and expenses, in each case, then due and payable 3063   shall bear interest at a rate that is 2.00% per annum in excess of the interest rate applicable to such Loan, 3064   interest, fees or expenses from time to time, payable on demand or, in the absence of demand, on the date 3065   that would otherwise be applicable. 3066   (d) Savings Clause.  Anything herein to the contrary notwithstanding, the obligations 3067   of the Borrower hereunder shall be subject to the limitation that payments of interest shall not be required, 3068   for any period for which interest is computed hereunder, to the extent (but only to the extent) that con-3069   tracting for or receiving such payment by the respective Lender would be contrary to the provisions of 3070   any law applicable to such Lender limiting the highest rate of interest which may be lawfully contracted 3071   for, charged or received by such Lender, and in such event the Borrower shall pay such Lender interest at 3072   the highest rate permitted by applicable law (“Maximum Lawful Rate”); provided, however, that if at any 3073   time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower 3074   shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest 3075   received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have 3076   been received had the interest payable hereunder been (but for the operation of this paragraph) the interest 3077   rate payable since the Closing Date as otherwise provided in this Agreement. 3078   Section 2.10 Conversion and Continuation Options.   3079   (a) Option.  The Borrower may elect (i) in the case of any Eurodollar Rate Loan, (A) 3080   to continue such Eurodollar Rate Loan or any portion thereof for an additional Interest Period on the last 3081   day of the Interest Period applicable thereto and (B) to convert such Eurodollar Rate Loan or any portion 3082   thereof into a Base Rate Loan at any time on any Business Day, subject to the payment of any breakage 3083   costs required by Section 2.16(a), and (ii) in the case of Base Rate Loans (other than Swingline Loans), to 3084   convert such Base Rate Loans or any portion thereof into Eurodollar Rate Loans at any time on any Busi-3085     





 







   -68-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   ness Day upon notice received by the Administrative Agent no later than 11:00 a.m. three (3) Business 3086   Days prior to such conversion; provided, however, that, (x) for each Interest Period, the aggregate amount 3087   of any Class of Eurodollar Rate Loans having such Interest Period must be an integral multiple of 3088   $100,000 and (y) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no 3089   continuation in whole or in part of Eurodollar Rate Loans shall be permitted at any time at which (1) an 3090   Event of Default shall be continuing and the Administrative Agent or the Required Lenders shall have 3091   determined in their sole discretion not to permit such conversions or continuations or (2) such continua-3092   tion or conversion would be made during a suspension imposed by Section 2.15.  If the Borrower fails to 3093   specify whether a Loan is to be a Base Rate Loan or a Eurodollar Rate Loan in a Notice of Conversion or 3094   Continuation or fails to make a timely election with respect to a conversion or continuation, then the ap-3095   plicable Loans shall be converted or continued as Base Rate Loans. Any such automatic conversion to 3096   Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to 3097   any applicable Eurodollar Rate Loans.  If the Borrower requests a conversion to, or continuation of, Eu-3098   rodollar Rate Loans in any such Notice of Conversion or Continuation, but fails to specify an Interest Pe-3099   riod, it will be deemed to have specified an Interest Period of one (1) month. 3100   (b) Procedure.  Each such election shall be made by giving the Administrative Agent 3101   by no later than 11:00 a.m. at least 3 Business Days’ prior notice in substantially the form of Exhibit F (a 3102   “Notice of Conversion or Continuation”) duly completed.  The Administrative Agent shall promptly noti-3103   fy each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein 3104   or, if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative 3105   Agent shall notify each Lender of the details of any automatic conversion or continuation described in 3106   Section 2.10(a).  If the Administrative Agent does not receive a timely Notice of Conversion or Continua-3107   tion from the Borrower containing a permitted election to continue or convert any Eurodollar Rate Loan, 3108   then, upon the expiration of the applicable Interest Period, such Loan shall be automatically converted to 3109   a Base Rate Loan.  Each partial conversion or continuation shall be allocated ratably among the Lenders 3110   in the applicable Facility in accordance with their Pro Rata Share.  Except as otherwise provided herein, a 3111   Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such 3112   Eurodollar Rate Loan unless the Borrower pays the amount due, if any, under Section 2.16(a) in connec-3113   tion therewith.  The Administrative Agent shall promptly notify the Borrower and the Lenders of the in-3114   terest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest 3115   rate.  The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the 3116   absence of manifest error.  3117   Section 2.11 Fees.   3118   (a) Unused Commitment Fee.  The Borrower agrees to pay to each Revolving Credit 3119   Lender a commitment fee on the actual daily amount by which the Revolving Credit Commitment of such 3120   Lender exceeds its Pro Rata Share of the sum of (i) the aggregate outstanding principal amount of Re-3121   volving Loans (for the avoidance of doubt, excluding Swingline Loans) and (ii) the outstanding amount 3122   of the L/C Obligations for all Letters of Credit (the “Unused Commitment Fee”) from the date hereof 3123   through the Revolving Credit Termination Date at a rate per annum equal to the Applicable Margin, pay-3124   able in arrears (x) on the last day of each calendar quarter and (y) on the Revolving Credit Termination 3125   Date. 3126   (b) Letter of Credit Fees.  The Borrower shall pay to the Administrative Agent for 3127   the account of the Revolving Credit Lenders for the applicable Revolving Facility (in accordance with 3128   their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee 3129   (the “Letter of Credit Fee”) in Dollars for each Letter of Credit issued pursuant to this Agreement equal to 3130   the Applicable Margin for Revolving Loans times the daily maximum amount then available to be drawn 3131   under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of 3132     





 







   -69-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit).  3133   Such Letter of Credit Fees shall be computed on a quarterly basis in arrears.  Such Letter of Credit Fees 3134   shall be due and payable in Dollars on the last Business Day of each March, June, September and Decem-3135   ber, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter 3136   of Credit Expiration Date and thereafter on demand.  If there is any change in any Applicable Margin for 3137   Revolving Loans during any quarter, the daily maximum amount of each Letter of Credit shall be com-3138   puted and multiplied by such Applicable Margin separately for each period during such quarter that such 3139   Applicable Margin was in effect. 3140   (c) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers.  3141   The Borrower shall pay directly to each L/C Issuer for its own account, in Dollars, a fronting fee with re-3142   spect to each Letter of Credit issued by it equal to the greater of $500 and 0.125% per annum of the stated 3143   amount of such Letter of Credit.  Such fronting fees shall be computed on a quarterly basis in arrears.  3144   Such fronting fees shall be due and payable in Dollars on the last Business Day of each March, June, Sep-3145   tember and December, commencing with the first such date to occur after the issuance of such Letter of 3146   Credit, on the Letter of Credit Expiration Date and thereafter on demand.  In addition, the Borrower shall 3147   pay directly to each L/C Issuer for its own account, in Dollars, with respect to each Letter of Credit issued 3148   by it the customary issuance, presentation, amendment and other processing fees, and other standard costs 3149   and charges, of such L/C Issuer relating to letters of credit as from time to time in effect.  Such customary 3150   fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are 3151   nonrefundable. 3152   (d) Revolving Credit Facility Upfront Fees.  (i) The Borrower will pay to the Admin-3153   istrative Agent, for the account of each Revolving Credit Lender in accordance with its applicable per-3154   centage on the Closing Date, an upfront fee equal to 0.50% of each Lender’s Revolving Credit Commit-3155   ment on the Closing Date on or prior to the Closing Date. 3156    (ii) Term Facility Upfront Fees.  The Borrower will pay to the Administrative Agent, 3157   for each Term Lender as of the Closing Date in accordance with its applicable percentage provided for 3158   under this Agreement, an upfront fee (which may take the form of original issue discount) in an amount 3159   equal to 0.50% of the stated principal amount of such Term Lender’s Initial Term Loans, payable to such 3160   Term Lender from the proceeds of its Initial Term Loans as and when funded on the Closing Date. 3161   (e) Additional Fees.  The Borrower shall pay (i) to the Administrative Agent and its 3162   Related Persons its reasonable and customary fees and expenses in connection with any payments made 3163   pursuant to Section 2.16(a) and has agreed to pay the additional fees described in the Fee Letter and (ii) to 3164   the Arrangers such fees as are set forth in the Engagement Letter. 3165   Section 2.12 Application of Payments. 3166   (a) Application of Voluntary Prepayments.  Unless otherwise provided in this Sec-3167   tion 2.12 or elsewhere in any Loan Document, all payments and any other amounts received by the Ad-3168   ministrative Agent from or for the benefit of the Borrower shall be applied to repay the Obligations the 3169   Borrower designates. 3170   (b) Application of Mandatory Prepayments.  Subject to the provisions of clause (c) 3171   below with respect to the application of payments during the continuance of an Event of Default, any 3172   payment made by the Borrower to the Administrative Agent pursuant to Section 2.8 or any other prepay-3173   ment of the Obligations required to be applied in accordance with this clause (b) shall be applied first, to 3174   the amortization payments of the outstanding Term Loans in accordance with Section 2.8(g), until paid in 3175   full, second, to repay the outstanding principal balance of the Revolving Loans and the Swingline Loans 3176     





 







   -70-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (without reduction of the Commitments therefor), third, in the case of any payment required pursuant to 3177   Section 2.8(e), to provide cash collateral to the extent and in the manner described in Section 9.3 and, 3178   then, any excess shall be retained by the Borrower. 3179   (c) Application of Payments During an Event of Default.  The Borrower hereby ir-3180   revocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right 3181   to direct the application during the continuance of an Event of Default of any and all payments in respect 3182   of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of 3183   clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lend-3184   ers or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Sec-3185   tion 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral 3186   Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense 3187   reimbursements, fees or indemnities then due to the Administrative Agent, (ii) second, to pay Obligations 3188   in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the 3189   L/C Issuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimburse-3190   ment Obligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reim-3191   bursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent de-3192   scribed in Section 9.3 and to pay any Obligations under any Secured Hedging Agreement or any Secured 3193   Cash Management Agreement and (v) fifth, to the ratable payment of all other Obligations.  Notwith-3194   standing the foregoing, amounts received from any Guarantor that is not an “eligible contract participant” 3195   as defined in the Commodity Exchange Act shall not be applied to Obligations that are Excluded Swap 3196   Obligations. 3197   (d) Application of Payments Generally.  All payments that would otherwise be allo-3198   cated to the Revolving Credit Lenders pursuant to this Section 2.12 shall instead be allocated first, to re-3199   pay interest on Swingline Loans, on any portion of the Revolving Loans that the Administrative Agent 3200   may have advanced on behalf of any Lender and on any L/C Reimbursement Obligation, in each case for 3201   which the Administrative Agent or, as the case may be, the L/C Issuer has not then been reimbursed by 3202   such Lender or the Borrower, second to pay the outstanding principal amount of the foregoing obligations 3203   and third, to repay the Revolving Loans.  All repayments of any Revolving Loans shall be applied first, to 3204   repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodol-3205   lar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid 3206   prior to those having later expiring Interest Periods.  All repayments of Term Loans of any series shall be 3207   allocated ratably among the Term Loans of such series.  All repayments of Term Loans shall be applied to 3208   reduce remaining installments of such outstanding principal amounts of the Term Loans.  If sufficient 3209   amounts are not available to repay all outstanding Obligations described in any priority level set forth in 3210   this Section 2.12, the available amounts shall be applied, unless otherwise expressly specified herein, to 3211   such Obligations ratably based on the proportion of the Secured Parties’ interest in such Obligations.  Any 3212   priority level set forth in this Section 2.12 that includes interest shall include all such interest, whether or 3213   not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reor-3214   ganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is al-3215   lowed in any such proceeding. 3216   Section 2.13 Payments and Computations.   3217   (a) Procedure.  The Borrower shall make each payment under any Loan Document 3218   not later than 11:00 a.m. on the day when due to the Administrative Agent by wire transfer or ACH trans-3219   fer (which shall be the exclusive means of payment hereunder) to the following account (or at such other 3220   account or by such other means to such other address as the Administrative Agent shall have notified the 3221   Borrower in writing within a reasonable time prior to such payment) in immediately available Dollars and 3222   without setoff or counterclaim: 3223     





 







   -71-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   ABA No.                            021-000021 3224   Account Number                920-1033363 3225                                               JPMorgan Chase Bank 3226                                               New York, NY 3227   Account Name:                   Royal Bank of Canada, New York 3228                                               Swift Code:  ROYCUS3X 3229   For further credit to: 3230   Account Number:               2939874, Transit 1269 3231   Account Name:                   RBCCM Agency Services, New York 3232                                               200 Vesey Street 3233                                               New York, NY  10281-8098 3234   Reference:                           Townsquare Media Inc. 3235   The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds 3236   relating to the payment of principal, interest or fees to the Appropriate Lenders, in accordance with the 3237   application of payments set forth in Section 2.12.  The Lenders shall make any payment under any Loan 3238   Document in immediately available Dollars and without setoff or counterclaim.  Each Revolving Credit 3239   Lender shall make each payment for the account of any L/C Issuer or Swingline Lender required pursuant 3240   to Section 2.3 or 2.4 (A) if the notice or demand therefor was received by such Lender prior to 11:00 a.m. 3241   on any Business Day, on such Business Day and (B) otherwise, on the Business Day following such re-3242   ceipt.  Payments received by the Administrative Agent after 11:00 a.m. may, in the Administrative 3243   Agent’s sole discretion, be deemed to be received on the next Business Day. 3244   (b) Computations of Interests and Fees.  All computations of interest and of fees 3245   shall be made by the Administrative Agent on the basis of a year of 360 days (or, in the case of Base Rate 3246   Loans, 365/366 days), in each case for the actual number of days (including the first day but excluding the 3247   last day) occurring in the period for which such interest and fees are payable; provided that any Loan that 3248   is repaid on the same day on which it is made shall bear interest for one (1) day.  Each determination of 3249   an interest rate or the amount of a fee hereunder shall be made by the Administrative Agent (including 3250   determinations of a Eurodollar Rate or Base Rate in accordance with the definitions of “Eurodollar Rate” 3251   and “Base Rate,” respectively) and shall be conclusive, binding and final for all purposes, absent manifest 3252   error. 3253   (c) Payment Dates.  Whenever any payment hereunder shall be stated to be due on a 3254   day other than a Business Day, the due date for such payment shall be extended to the next succeeding 3255   Business Day without any increase in such payment as a result of additional interest or fees; provided, 3256   however, that such interest and fees shall continue accruing as a result of such extension of time.  For the 3257   avoidance of doubt, the initial payments of interest and fees relating to the Obligations (other than 3258   amounts due on the Closing Date) shall be due and paid on the last day of the first month or quarter, as 3259   applicable, following entry of the Obligations onto the operations systems of the Administrative Agent, 3260   but in no event later than the last day of the second month or quarter, as applicable, following the Closing 3261   Date. 3262   (d) Advancing Payments.  Unless the Administrative Agent shall have received no-3263   tice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the 3264   Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower 3265   has made such payment in full to the Administrative Agent on such date and the Administrative Agent 3266   may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an 3267   amount equal to the amount then due such Lender.  If and to the extent that the Borrower shall not have 3268   made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative 3269   Agent on demand such amount distributed to such Lender together with interest thereon (at the Federal 3270     





 







   -72-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans under the 3271   applicable Facility) for each day from the date such amount is distributed to such Lender until the date 3272   such Lender repays such amount to the Administrative Agent. 3273   (e) Notice of Repayment/Prepayment/Cancellation.  In connection with any repay-3274   ment or prepayment of Loans or any reduction or termination of Commitments in accordance with this 3275   Agreement (including, for the avoidance of doubt, repayments, prepayments and reductions made pursu-3276   ant to Sections 2.5, 2.6, 2.7 and 2.8 above), the Borrower will provide notice of such repayment, prepay-3277   ment or cancellation, as applicable, in a writing substantially in the form of Exhibit K (a “Notice of Re-3278   payment/Prepayment/Cancellation”).  In connection with any repayment or prepayment pursuant to Sec-3279   tion 2.6 or 2.8, as applicable, such Notice of Repayment/Prepayment/Cancellation must be received by 3280   the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of repay-3281   ment or prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of any re-3282   payment or prepayment of Base Rate Loans.   3283   Section 2.14 Evidence of Debt.   3284   (a) Records of Lenders.  Each Lender shall maintain in accordance with its usual 3285   practice accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of 3286   such Lender from time to time, including the amounts of principal and interest payable and paid to such 3287   Lender from time to time under this Agreement.  In addition, each Lender having sold a participation in 3288   any of its Obligations or having identified an SPV as such to the Administrative Agent, acting as agent of 3289   the Borrower solely for this purpose and solely for tax purposes, shall establish and maintain at its address 3290   referred to in Section 11.11 (or at such other address as such Lender shall notify the Borrower) a record of 3291   ownership, in which such Lender shall register by book entry (A) the name and address of each such par-3292   ticipant and SPV (and each change thereto, whether by assignment or otherwise) and (B) the rights, inter-3293   est or obligation of each such participant and SPV in any Obligation, in any Commitment and in any right 3294   to receive any payment hereunder (the “Participant Register”); provided that no Lender shall have any 3295   obligation to disclose any portion of the Participant Register to any Person except to the extent that such 3296   disclosure is necessary to establish that the Term Loans, Revolving Loans or Letters of Credit or other 3297   obligations are in registered form for United States federal income tax purposes.  The entries in the Partic-3298   ipant Register shall be conclusive, and such Lender shall treat each Person whose name is recorded in the 3299   Participant Register as the owner of such Obligation for all purposes of this Agreement notwithstanding 3300   any notice to the contrary. 3301   (b) Records of Administrative Agent.  The Administrative Agent, acting as agent of 3302   the Borrower solely for tax purposes and solely with respect to the actions described in this Section 2.14, 3303   shall establish and maintain at its address referred to in Section 11.11 (or at such other address as the Ad-3304   ministrative Agent may notify the Borrower) (A) a record of ownership (the “Register”) in which the 3305   Administrative Agent agrees to register by book entry the interests (including any rights to receive pay-3306   ment hereunder) of the Administrative Agent, each Lender and each L/C Issuer in the Revolving Credit 3307   Outstandings, each of their obligations under this Agreement to participate in each Loan, Letter of Credit 3308   and L/C Reimbursement Obligation, and any assignment of any such interest, obligation or right and (B) 3309   accounts in the Register in accordance with its usual practice in which it shall record (1) the names and 3310   addresses of the Lenders and the L/C Issuers (and each change thereto pursuant to Section 2.18 (Substitu-3311   tion of Lenders) and Section 11.2 (Assignments and Participations; Binding Effect)), (2) the Commit-3312   ments of each Lender, (3) the amount of each Loan and each funding of any participation described in 3313   clause (A) above, for Eurodollar Rate Loans, the Interest Period applicable thereto, (4) the amount of any 3314   principal or interest due and payable or paid, (5) the amount of the L/C Reimbursement Obligations due 3315   and payable or paid and (6) any other payment received by the Administrative Agent from the Borrower 3316   and its application to the Obligations. 3317     





 







   -73-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (c) Registered Obligations.  Notwithstanding anything to the contrary contained in 3318   this Agreement, the Loans (including any Notes evidencing such Loans and, in the case of Revolving 3319   Loans, the corresponding obligations to participate in L/C Obligations and Swingline Loans) and the L/C 3320   Reimbursement Obligations are registered obligations, the right, title and interest of the Lenders and the 3321   L/C Issuers and their assignees in and to such Loans or L/C Reimbursement Obligations, as the case may 3322   be, shall be transferable only upon notation of such transfer in the Register and no assignment thereof 3323   shall be effective until recorded therein.  This Section 2.14 and Section 11.2 shall be construed so that the 3324   Loans and L/C Reimbursement Obligations are at all times maintained in “registered form” within the 3325   meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any 3326   successor provisions). 3327   (d) Prima Facie Evidence.  The entries made in the Register and in the accounts 3328   maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable Requirements 3329   of Law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provid-3330   ed, however, that no error in such account and no failure of any Lender or the Administrative Agent to 3331   maintain any such account shall affect the obligations of any Loan Party to repay the Loans in accordance 3332   with their terms.  In addition, the Loan Parties, the Administrative Agent, the Lenders and the L/C Issuers 3333   shall treat each Person whose name is recorded in the Register as a Lender or L/C Issuer, as applicable, 3334   for all purposes of this Agreement.  Information contained in the Register with respect to any Lender or 3335   any L/C Issuer shall be available for access by the Borrower, the Administrative Agent, such Lender or 3336   such L/C Issuer at any reasonable time and from time to time upon reasonable prior notice.  No Lender or 3337   L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information in 3338   the Register other than information with respect to such Lender or L/C Issuer unless otherwise agreed by 3339   the Administrative Agent. 3340   (e) Notes.  Upon any Lender’s request, the Borrower shall promptly execute and de-3341   liver Notes to such Lender evidencing the Loans of such Lender in a Facility and substantially in the form 3342   of Exhibit B-1 or B-2, as applicable; provided, however, that only one Note for each Facility shall be is-3343   sued to each Lender, except (i) to an existing Lender exchanging existing Notes to reflect changes in the 3344   Register relating to such Lender, in which case the new Notes delivered to such Lender shall be dated the 3345   date of the original Notes and (ii) in the case of loss, destruction or mutilation of existing Notes and simi-3346   lar circumstances.  Each Note, if issued, shall only be issued as means to evidence the right, title or inter-3347   est of a Lender or a registered assignee in and to the related Loan, as set forth in the Register, and in no 3348   event shall any Note be considered a bearer instrument or obligation. 3349   Section 2.15 Suspension of Eurodollar Rate Option.  Notwithstanding any provision to the 3350   contrary in this Article 2, the following shall apply: 3351   (a) Interest Rate Unascertainable, Inadequate or Unfair.  In the event that (A) the 3352   Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable 3353   interest rates by reference to which the Eurodollar Rate is determined or (B) the Required Lenders notify 3354   the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the 3355   cost to the Lenders of making or maintaining such Loans for such Interest Period, the Administrative 3356   Agent shall promptly so notify the Borrower and the Lenders, whereupon the obligation of each Lender to 3357   make or to continue Eurodollar Rate Loans shall be suspended as provided in clause (c) below until the 3358   Administrative Agent shall notify the Borrower that the Required Lenders have determined that the cir-3359   cumstances causing such suspension no longer exist. 3360   (b) Illegality.  If any Lender determines that the introduction of, or any change in or 3361   in the interpretation of, any Requirement of Law after the date of this Agreement shall make it unlawful, 3362   or any Governmental Authority shall assert that it is unlawful, for any Lender or its applicable lending 3363     





 







   -74-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   office to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on 3364   notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, the 3365   obligation of such Lender to make or to continue Eurodollar Rate Loans shall be suspended as provided in 3366   clause (c) below until such Lender shall, through the Administrative Agent, notify the Borrower that it has 3367   determined that it may lawfully make Eurodollar Rate Loans. 3368   (c) Effect of Suspension.  If the obligation of any Lender to make or to continue Eu-3369   rodollar Rate Loans is suspended, (A) the obligation of such Lender to convert Base Rate Loans into Eu-3370   rodollar Rate Loans shall be suspended, (B) such Lender shall make a Base Rate Loan at any time such 3371   Lender would otherwise be obligated to make a Eurodollar Rate Loan, (C) the Borrower may revoke any 3372   pending Notice of Borrowing or Notice of Conversion or Continuation to make or continue any Eurodol-3373   lar Rate Loan or to convert any Base Rate Loan into a Eurodollar Rate Loan and (D) each Eurodollar Rate 3374   Loan of such Lender shall automatically and immediately (or, in the case of any suspension pursuant to 3375   clause (a) above, on the last day of the current Interest Period thereof) be converted into a Base Rate 3376   Loan. 3377   Section 2.16 Breakage Costs; Increased Costs; Capital Requirements.   3378   (a) Breakage Costs.  The Borrower shall compensate each Lender, upon demand 3379   from such Lender to such Borrower (with copy to the Administrative Agent), for all Liabilities (including, 3380   in each case, those incurred by reason of the liquidation or reemployment of deposits or other funds ac-3381   quired by such Lender to prepare to fund, to fund or to maintain the Eurodollar Rate Loans of such Lend-3382   er to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such 3383   Lender may incur (A) to the extent, for any reason other than solely by reason of such Lender being a 3384   Non-Funding Lender, a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans 3385   does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Contin-3386   uation or in a similar request made by telephone by the Borrower, (B) to the extent any Eurodollar Rate 3387   Loan is paid (whether through a scheduled, optional or mandatory prepayment) or converted to a Base 3388   Rate Loan (including because of Section 2.15) on a date that is not the last day of the applicable Interest 3389   Period or (C) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when re-3390   quired by the terms hereof.  For purposes of this clause (a), each Lender shall be deemed to have funded 3391   each Eurodollar Rate Loan made by it using a matching deposit or other borrowing in the London inter-3392   bank market. 3393   (b) Increased Costs.  If at any time any Lender or L/C Issuer determines that, after 3394   the date hereof, the adoption of, or any change in or in the interpretation, application or administration of, 3395   or compliance with, any Requirement of Law (other than any (x) (A) Requirement of Law relating to Ex-3396   cluded Taxes, or (B) any change to the extent it would require duplicate payment of any additional 3397   amount required to be paid by a Loan Party pursuant to Section 2.17(b) or (c) or (y) any imposition or 3398   increase of Eurodollar Reserve Requirements) from any Governmental Authority, or such Lender’s or 3399   L/C Issuer’s compliance therewith, shall have the effect of (i) increasing the cost to such Lender of mak-3400   ing, funding or maintaining any Eurodollar Rate Loan or to agree to do so or of participating, or agreeing 3401   to participate, in extensions of credit, (ii) increasing the cost to such L/C Issuer of Issuing or maintaining 3402   any Letter of Credit or of agreeing to do so or (iii) imposing any other cost to such Lender or L/C Issuer 3403   with respect to compliance with its obligations under any Loan Document, then, upon demand by such 3404   Lender or L/C Issuer (with copy to the Administrative Agent), the Borrower shall pay to the Administra-3405   tive Agent for the account of such Lender or L/C Issuer amounts sufficient to compensate such Lender or 3406   L/C Issuer for such increased cost; provided that notwithstanding anything herein to the contrary, (x) the 3407   Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or direc-3408   tives thereunder or issued in connection therewith and (y) all requests, rules, guidelines and directives 3409   promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or 3410     





 







   -75-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   any successor or similar authority) or the United States or foreign regulatory authorities, in each case re-3411   lating to Basel III, shall, in the case of each of the foregoing clauses (x) and (y) be deemed to be a change 3412   in a Requirement of Law, regardless of the date enacted, adopted, issued or implemented. 3413   (c) Increased Capital Requirements.  If at any time any Lender or L/C Issuer deter-3414   mines that, after the date hereof, the adoption of, or any change in or in the interpretation, application or 3415   administration of, or compliance with, any Requirement of Law (other than any imposition or increase of 3416   Eurodollar Reserve Requirements) from any Governmental Authority, or such Lender’s or L/C Issuer’s 3417   compliance therewith, regarding capital adequacy, reserves, special deposits, liquidity requirements, 3418   compulsory loans, insurance charges against property of, deposits with or for the account of, Obligations 3419   owing to, or other credit extended or participated in by, any Lender or L/C Issuer or any similar require-3420   ment (in each case other than any imposition or increase of Eurodollar Reserve Requirements) shall have 3421   the effect of reducing the rate of return on the capital of such Lender’s or L/C Issuer (or any corporation 3422   controlling such Lender or L/C Issuer) as a consequence of its obligations under or with respect to any 3423   Loan Document or Letter of Credit to a level below that which, taking into account the capital adequacy 3424   policies of such Lender, L/C Issuer or corporation, such Lender, L/C Issuer or corporation could have 3425   achieved but for such adoption or change, then, upon demand from time to time by such Lender or 3426   L/C Issuer (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Ad-3427   ministrative Agent for the account of such Lender amounts sufficient to compensate such Lender for such 3428   reduction; provided, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all re-3429   quests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, 3430   rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Commit-3431   tee on Banking Supervision (or any successor or similar authority) or the United States or foreign regula-3432   tory authorities, in each case relating to Basel III, shall, in the case of each of the foregoing clauses (x) 3433   and (y) be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted, is-3434   sued or implemented. 3435   (d) Compensation Certificate.  Each demand for compensation under this Sec-3436   tion 2.16 shall be accompanied by a certificate of the Lender or L/C Issuer claiming such compensation, 3437   setting forth the amounts to be paid hereunder, which certificate shall be conclusive, binding and final for 3438   all purposes, absent manifest error.  In determining such amount, such Lender or L/C Issuer may use any 3439   reasonable averaging and attribution methods. 3440   Section 2.17 Net Payments.   3441   (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Tax-3442   es. 3443   (i) Any and all payments by or on account of any obligation of any Loan Party here-3444   under or under any other Loan Document shall to the extent permitted by applicable laws be 3445   made free and clear of and without reduction or withholding for any Taxes. 3446   (ii) If any Loan Party, the Administrative Agent or any other applicable Withholding 3447   Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, 3448   then (A) such Withholding Agent shall withhold or make such deductions as are reasonably de-3449   termined by such Withholding Agent to be required by applicable law, (B) such Withholding 3450   Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Au-3451   thority, and (C) to the extent that the withholding or deduction is made on account of Indemnified 3452   Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as neces-3453   sary so that after any required withholding or deductions have been made (including withholding 3454   or deductions applicable to additional sums payable under this Section 2.17) each Lender (or, in 3455     





 







   -76-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   the case of a payment to the Administrative Agent for its own account, the Administrative Agent) 3456   receives an amount equal to the sum it would have received had no such withholding or deduc-3457   tions been made. 3458   (b) Payment of Other Taxes by the Borrower.  Without limiting the provisions of 3459   subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Au-3460   thority in accordance with applicable law or timely reimburse the Administrative Agent or any Lender for 3461   the payment of any Other Taxes. 3462   (c) Tax Indemnifications.  Without limiting the provisions of subsection (a) or (b) 3463   above, the Borrower shall indemnify the Administrative Agent and each Lender, and shall make payment 3464   in respect thereof within 15 days after demand therefor, for the full amount of Indemnified Taxes or Other 3465   Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts 3466   payable under this Section 2.17) payable by the Administrative Agent or such Lender, as the case may be, 3467   and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified 3468   Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Author-3469   ity.  A certificate as to the amount of any such payment or liability (along with a written statement setting 3470   forth in reasonable detail the basis and calculation of such amounts) delivered to the Borrower by a Lend-3471   er, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent 3472   manifest error. 3473   (d) Evidence of Payments.  As soon as practicable after any payment of Taxes by 3474   any Loan Party or the Administrative Agent to a Governmental Authority as provided in this Section 3475   2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to 3476   the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmen-3477   tal Authority evidencing such payment, a copy of any return required by laws to report such payment or 3478   other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as 3479   the case may be. 3480   (e) Status of Lenders and Tax Documentation. 3481   (i) Each Lender that is entitled to an exemption from or reduction of withholding 3482   Tax with respect to payments made under any Loan Document shall deliver to the Borrower and 3483   to the Administrative Agent, at such time or times reasonably requested by the Borrower or the 3484   Administrative Agent, such properly completed and executed documentation prescribed by appli-3485   cable laws or by the taxing authorities of any jurisdiction and such other reasonably requested in-3486   formation as will permit the Borrower or the Administrative Agent, as the case may be, to deter-3487   mine (A) whether or not any payments made hereunder or under any other Loan Document are 3488   subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such 3489   Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in re-3490   spect of any payments to be made to such Lender by any Loan Party pursuant to any Loan Docu-3491   ment or otherwise to establish such Lender’s status for withholding tax purposes in the applicable 3492   jurisdiction.  Any documentation and information required to be delivered by a Lender pursuant 3493   to this Section 2.17(e) (including any specific documentation set forth in subsection (ii) below) 3494   shall be delivered by such Lender (w) on or prior to the Closing Date (or on or prior to the date it 3495   becomes a party to this Agreement), (x) on or before any date on which such documentation ex-3496   pires or becomes obsolete or invalid, (y) after the occurrence of any change in the Lender’s cir-3497   cumstances requiring a change in the most recent documentation previously delivered by it to the 3498   Borrower and the Administrative Agent, and (z) from time to time thereafter if reasonably re-3499   quested by the Borrower or the Administrative Agent, and each such Lender shall promptly notify 3500   in writing the Borrower and the Administrative Agent if such Lender is no longer legally eligible 3501     





 







   -77-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   to provide any documentation previously provided.  Notwithstanding anything to the contrary in 3502   this subsection (i), the completion, execution and submission of such documentation shall not be 3503   required if in the Lender’s reasonable judgment such completion, execution or submission would 3504   subject such Lender to any material unreimbursed cost or expense or would materially prejudice 3505   the legal or commercial position of such Lender. 3506   (ii) Without limiting the generality of the foregoing: 3507   (A) any Lender that is a “United States person” within the meaning of Sec-3508   tion 7701(a)(30) of the Code (a “U.S. Lender”) shall deliver to the Borrower and the 3509   Administrative Agent executed originals of Internal Revenue Service Form W-9 or such 3510   other documentation or information prescribed by applicable laws or reasonably request-3511   ed by the Borrower or the Administrative Agent as will enable the Borrower or the Ad-3512   ministrative Agent, as the case may be, to determine whether or not such Lender is sub-3513   ject to backup withholding or information reporting requirements; 3514   (B) each Non-U.S. Lender that is entitled under the Code or any applicable 3515   treaty to an exemption from or reduction of U.S. federal withholding tax with respect to 3516   any payments hereunder or under any other Loan Document shall deliver to the Borrower 3517   and the Administrative Agent (in such number of copies as shall be requested by the re-3518   cipient) whichever of the following is applicable: 3519   (1) executed originals of Internal Revenue Service Form W-8BEN-E 3520   (or any successor form thereto) claiming eligibility for benefits of an income tax 3521   treaty to which the United States is a party; 3522   (2) executed originals of Internal Revenue Service Form W-8ECI 3523   (or any successor form thereto); 3524   (3) in the case of a Non-U.S. Lender claiming the benefits of the ex-3525   emption for portfolio interest under Section 881(c) of the Code, (x) a certificate, 3526   substantially in the form of Exhibit I-1, I-2, I-3 or I-4, as applicable (a “Non-3527   Bank Tax Certificate”), to the effect that such Non-U.S. Lender is not (A) a 3528   “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 per-3529   cent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of 3530   the Code, or (C) a “controlled foreign corporation” described in Section 3531   881(c)(3)(C) of the Code and that no payments under any Loan Document are ef-3532   fectively connected with such Non-U.S. Lender’s conduct of a United States 3533   trade or business and (y) executed originals of Internal Revenue Service Form 3534   W-8BEN-E (or any successor thereto); 3535   (4) where such Lender is a partnership (for U.S. federal income tax 3536   purposes) or otherwise not a beneficial owner (e.g., where such Lender has sold a 3537   participation), IRS Form W-8IMY (or any successor thereto) and all required 3538   supporting documentation (including, where one or more of the underlying bene-3539   ficial owner(s) is claiming the benefits of the portfolio interest exemption, a Non-3540   Bank Tax Certificate of such beneficial owner(s)) (provided that, if the Non-U.S. 3541   Lender is a partnership and not a participating Lender, the Non-Bank Tax Certif-3542   icate(s) may be provided by the Non-U.S. Lender on behalf of the direct or indi-3543   rect partner(s)); or 3544     





 







   -78-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (5) executed originals of any other form prescribed by applicable 3545   laws as a basis for claiming exemption from or a reduction in United States fed-3546   eral withholding tax together with such supplementary documentation as may be 3547   prescribed by applicable laws to permit the Borrower or the Administrative 3548   Agent to determine the withholding or deduction required to be made;  3549   (C) if a payment made to a Lender under any Loan Document would be sub-3550   ject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to 3551   comply with the applicable reporting requirements of FATCA (including those contained 3552   in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the 3553   Borrower and the Administrative Agent at the time or times prescribed by law and at 3554   such time or times reasonably requested by the Borrower or the Administrative Agent 3555   such documentation prescribed by applicable law (including as prescribed by Section 3556   1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by 3557   the Borrower or the Administrative Agent as may be necessary for the Borrower and the 3558   Administrative Agent to comply with their obligations under FATCA, to determine 3559   whether such Lender has complied with such Lender’s obligations under FATCA or to 3560   determine the amount, if any, to deduct and withhold from such payment. Solely for pur-3561   poses of this clause (C), FATCA shall include any amendments made to FATCA after the 3562   date of this Agreement; and  3563   (D) If the Administrative Agent is a “United States person” (as defined in 3564   Section 7701(a)(30) of the Code), it shall provide the Borrower with two duly completed 3565   original copies of Internal Revenue Service Form W-9.  If the Administrative Agent is 3566   not a “United States person” (as defined in Section 7701(a)(30) of the Code), it shall pro-3567   vide (1) Internal Revenue Service Form W-8ECI with respect to payments to be received 3568   by it as a beneficial owner and (2) Internal Revenue Service Form W-8IMY (together 3569   with required accompanying documentation) with respect to payments to be received by 3570   it on behalf of the Lenders, and such Internal Revenue Service Form W-8IMY shall certi-3571   fy that such Administrative Agent is a U.S. branch and intends to be treated as a U.S. per-3572   son for purposes of withholding under Chapter 3 of the Code pursuant to Section 1.1441-3573   1(b)(2)(iv) of the Treasury Regulations. 3574   (iii) Notwithstanding anything to the contrary in this Section 2.17, no Lender or the 3575   Administrative Agent shall be required to deliver any documentation that it is not legally eligible 3576   to deliver. 3577   (f) Treatment of Certain Refunds.  If the Administrative Agent or any Lender deter-3578   mines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes 3579   or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan 3580   Party has paid additional amounts pursuant to this Section 2.17, the Administrative Agent or such Lender 3581   (as applicable) shall promptly pay to the Borrower an amount equal to such refund (but only to the extent 3582   of indemnity payments made, or additional amounts paid, by the Loan Parties under this Section 2.17 3583   with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket 3584   expenses (including any Taxes) incurred by the Administrative Agent or such Lender, as the case may be, 3585   and without interest (other than any interest paid by the relevant Governmental Authority with respect to 3586   such refund); provided that the Borrowers, upon the request of the Administrative Agent or such Lender, 3587   agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges im-3588   posed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event 3589   the Administrative Agent or such Lender is required to repay such refund to such Governmental Authori-3590   ty.  In such event, the Administrative Agent or such Lender, as the case may be, shall, at the Borrower’s 3591     





 







   -79-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   request, provide the Borrower with a copy of any notice of assessment or other evidence of the require-3592   ment to repay such refund received from the relevant taxing authority (provided that the Administrative 3593   Agent or such Lender may delete any information therein that it deems confidential).  This subsection 3594   shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns 3595   (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other 3596   Person.  Notwithstanding anything to the contrary in this subsection (f), in no event will the indemnified 3597   party be required to pay any amount to a Borrower or other indemnifying party pursuant to this subsection 3598   (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than 3599   the indemnified party would have been in if the Tax subject to indemnification and giving rise to such 3600   refund had not been deducted, withheld or otherwise imposed and the indemnification payments or addi-3601   tional amounts with respect to such Tax had never been paid. 3602   (g) Each party’s obligations under this Section 2.17 shall survive the resignation or 3603   replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, 3604   the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under 3605   the Loan Documents. 3606   Section 2.18 Substitution of Lenders.   3607   (a) Substitution Right.  In the event that any Lender in any Facility that is not the 3608   Administrative Agent or an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a 3609   claim under clause (b) or (c) of Section 2.16, (ii) notifies the Borrower pursuant to Section 2.15(b) that it 3610   becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such Facility, 3611   (iii) makes a claim for payment pursuant to Section 2.17(b), (iv) becomes a Non-Funding Lender with 3612   respect to such Facility or (v) does not consent to any amendment, waiver or consent to any Loan Docu-3613   ment for which the consent of the Required Lenders is obtained but that requires the consent of other 3614   Lenders in such Facility, the Borrower may either pay in full such Affected Lender with respect to 3615   amounts due in such Facility with the consent of the Administrative Agent or substitute for such Affected 3616   Lender in such Facility any Lender or any Affiliate or Approved Fund of any Lender or any other Person 3617   acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent 3618   (in each case, a “Substitute Lender”); provided that in the case of any such termination or replacement of 3619   any Affected Lender under clause (v) above, such termination or replacement must be sufficient (together 3620   with all consenting Lenders) to cause the adoption of the applicable amendment, waiver or consent to the 3621   applicable Loan Documents and, if such amendment, waiver or consent is applicable to a Class vote, the 3622   termination or replacement shall only be with respect to the applicable Class of Loans of such Affected 3623   Lender; provided, further, for the avoidance of doubt, any Affected Lender with Initial Term Loans that 3624   are replaced or whose Initial Term Loans are terminated in connection with an amendment, waiver or 3625   consent that effects a Repricing Event that triggers the payment of a premium under Section 2.7(d) shall 3626   also be deemed entitled to such premium.  Notwithstanding anything herein to the contrary, with respect 3627   to a Lender that is a Non-Funding Lender or an Impacted Lender, the Administrative Agent may, but shall 3628   not be obligated to, obtain a Substitute Lender acceptable to the Borrower and execute an Assignment on 3629   behalf of such Non-Funding Lender or Impacted Lender at any time with three Business Days’ prior no-3630   tice to such Non-Funding Lender or Impacted Lender (unless notice is not practicable under the circum-3631   stances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at 3632   par. 3633   (b) Procedure.  To substitute such Affected Lender or pay in full the Obligations 3634   owed to such Affected Lender under such Facility as described in the first sentence of clause (a) above, 3635   the Borrower shall deliver a notice to the Administrative Agent and such Affected Lender.  The effective-3636   ness of such payment or substitution shall be subject to the delivery to the Administrative Agent by the 3637   Borrower (or, as may be applicable in the case of a substitution, by the Substitute Lender) of (i) payment 3638     





 







   -80-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   for the account of such Affected Lender, of, to the extent accrued through, and outstanding on, the effec-3639   tive date for such payment or substitution, all Obligations owing to such Affected Lender with respect to 3640   such Facility (including those that will be owed because of such payment and all Obligations that would 3641   be owed to such Lender if it was solely a Lender in such Facility), (ii) in the case of a payment in full of 3642   the Obligations owing to such Affected Lender in the Revolving Credit Facility, payment of any amount 3643   that, after giving effect to the termination of the Commitment of such Affected Lender, is required to be 3644   paid pursuant to Section 2.8(e) and (iii) in the case of a substitution, (A) payment of the assignment fee 3645   set forth in Section 11.2(d) and (B) an Assignment in form and substance satisfactory to the Administra-3646   tive Agent whereby the Substitute Lender shall, among other things, agree to be bound by the terms of the 3647   Loan Documents and assume the Commitment of the Affected Lender under such Facility; provided that 3648   if any Affected Lender does not execute and deliver to the Administrative Agent such Assignment reflect-3649   ing such replacement within five (5) Business Days of the date on which the Substitute Lender executes 3650   and delivers such Assignment to such Affected Lender, then such Affected Lender shall be deemed to 3651   have executed and delivered such Assignment without any action on the part of the Affected Lender. 3652   (c) Effectiveness.  Upon satisfaction of the conditions set forth in clause (b) above or 3653   in the case of a substitution of a Non-Funding Lender or Impacted Lender as described in the last sentence 3654   of clause (a) above, the Administrative Agent shall record such substitution or payment in the Register, 3655   whereupon (i) in the case of any payment in full in any Facility, such Affected Lender’s Commitments in 3656   such Facility shall be terminated and (ii) in the case of any substitution in any Facility, (A) the Affected 3657   Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all rights and 3658   claims of such Affected Lender under the Loan Documents with respect to such Facility, except that the 3659   Affected Lender shall retain such rights expressly providing that they survive the repayment of the Obli-3660   gations and the termination of the Commitments, (B) the Substitute Lender shall become a “Lender” 3661   hereunder having a Commitment in such Facility in the amount of such Affected Lender’s Commitment 3662   in such Facility and (C) the Affected Lender shall execute and deliver to the Administrative Agent an As-3663   signment to evidence such substitution and deliver any Note in its possession with respect to such Facili-3664   ty; provided, however, that the failure of any Affected Lender to execute any such Assignment or deliver 3665   any such Note shall not render such sale and purchase (or the corresponding assignment) invalid.  Each 3666   Lender agrees that if the Borrower or the Administrative Agent exercises its option hereunder to cause an 3667   assignment by such Lender as an Affected Lender, such Lender shall, promptly after receipt of written 3668   notice of such election, execute and deliver all documentation necessary to effectuate such assignment in 3669   accordance with Section 11.2.  In the event that a Lender does not comply with the requirements of the 3670   immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby 3671   authorizes and directs the Administrative Agent to execute and deliver, on behalf of such Lender as as-3672   signor, any assignment agreement or other documentation as may be required to give effect to an assign-3673   ment in accordance with Section 11.2 on behalf of an Affected Lender and any such documentation so 3674   executed by the Administrative Agent shall be effective for purposes of documenting an assignment pur-3675   suant to Section 11.2. 3676   Section 2.19 Incremental Credit Extensions.   3677   (a) Incremental Commitments.  The Borrower may at any time or from time to time 3678   after the Closing Date, by notice to the Administrative Agent (an “Incremental Request”), request (i) one 3679   or more new commitments which may be in the same Facility (each, an “Incremental Term Facility”) as 3680   any outstanding Term Loans of an existing Class of Term Loans (a “Term Loan Increase”) or a new Class 3681   of Term Loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) and/or 3682   (ii) one or more increases in the amount of the Revolving Credit Commitments (an “Incremental Revolv-3683   ing Increase” and, together with any Incremental Term Commitments, the “Incremental Facilities”), 3684   whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders. 3685     





 







   -81-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (b) Incremental Loans.  Any Incremental Term Commitments effected through the 3686   establishment of one or more new Term Loans made on an Incremental Facility Closing Date shall be 3687   designated a separate Class of Incremental Term Commitments for all purposes of this Agreement, except 3688   in the case of a Term Loan Increase.  On any Incremental Facility Closing Date on which any Incremental 3689   Term Commitments of any Class is effected (including through any Term Loan Increase), subject to the 3690   satisfaction of the terms and conditions in this Section 2.19, (i) each Incremental Term Lender of such 3691   Class shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to its Incre-3692   mental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall be-3693   come a Lender hereunder with respect to the Incremental Term Commitment of such Class and the In-3694   cremental Term Loans of such Class made pursuant thereto.  On any Incremental Facility Closing Date on 3695   which any Incremental Revolving Increase of any Class is effected through the establishment of one or 3696   more new revolving credit commitments, subject to the satisfaction of the terms and conditions in this 3697   Section 2.19, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment 3698   available to the Borrower (when borrowed, an “Incremental Revolving Loan” and collectively with any 3699   Incremental Term Loan, an “Incremental Loan”) in an amount equal to its portion of such Incremental 3700   Revolving Increase and (ii) each Incremental Revolving Credit Lender of such Class shall become a 3701   Lender hereunder with respect to the Incremental Revolving Increase of such Class and the Incremental 3702   Revolving Loans of such Class made pursuant thereto.  Notwithstanding the foregoing, Incremental Term 3703   Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such 3704   Term Loans. 3705   (c) Incremental Request.  Each Incremental Request from the Borrower pursuant to 3706   this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental 3707   Term Loans or, Incremental Revolving Increase.  Incremental Term Loans may be made, and Incremental 3708   Revolving Increases may be provided, by any existing Lender (but no existing Lender will have any obli-3709   gation to make any Incremental Term Commitment or Incremental Revolving Increase, nor will the Bor-3710   rower have any obligation to approach any existing Lenders to provide any Incremental Term Commit-3711   ment or Incremental Revolving Increase) or by any other bank or other financial institution (any such oth-3712   er bank or other financial institution being called an “Additional Lender”) (each such existing Lender or 3713   Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term 3714   Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative 3715   Agent, each Swingline Lender and each L/C Issuer shall have consented (not to be unreasonably with-3716   held, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term 3717   Loans or providing such Incremental Revolving Increases to the extent such consent, if any, would be 3718   required under Section 11.2 for an assignment of Loans or Revolving Credit Commitments, as applicable, 3719   to such Lender or Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliate 3720   Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in 3721   Sections 11.2(c) and (h) as they would otherwise be subject to with respect to any purchase by or assign-3722   ment to such Affiliate Lender of Initial Term Loans and (iii) Affiliate Lenders may not provide Incremen-3723   tal Revolving Increases.  3724   (d) Effectiveness of Incremental Amendment.  The effectiveness of any Incremental 3725   Amendment, and the Incremental Facilities thereunder, shall be subject to the satisfaction on the date of 3726   such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following condi-3727   tions: 3728   (i) each Incremental Term Commitment shall be in an aggregate principal amount 3729   that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such 3730   amount may be less than $10,000,000 if such amount represents all remaining availability under 3731   the limit set forth in Section 2.19(d)(ii)) and each Incremental Revolving Increase shall be in an 3732   aggregate principal amount that is not less than $10,000,000 and shall be in an increment of 3733     





 







   -82-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents 3734   all remaining availability under the limit set forth in Section 2.19(d)(ii)); 3735   (ii) the aggregate amount of the Incremental Facilities shall not exceed (A) an 3736   amount equal to $100,000,000 (the “Fixed Dollar Incremental Amount”) less the aggregate prin-3737   cipal amount of all Incremental Equivalent Debt incurred or issued in reliance on the Fixed Dollar 3738   Incremental Amount, plus (B) an unlimited amount of Incremental Term Loans and/or Incremen-3739   tal Revolving Increase so long as the First Lien Net Leverage Ratio on a Pro Forma Basis after 3740   giving effect to the incurrence of any such Incremental Facility (and after giving effect to any 3741   Permitted Acquisition consummated concurrently therewith and all other appropriate pro forma 3742   adjustment events and calculated (1) as if any Incremental Revolving Increase were fully drawn 3743   on the effective date thereof and (2) excluding any cash constituting proceeds of any Incremental 3744   Facility) does not exceed 4.00 to 1.00; provided that any Indebtedness incurred pursuant to this 3745   clause (B) shall be treated as if secured on a first lien basis for purposes of calculating such First 3746   Lien Net Leverage Ratio regardless of whether such Indebtedness is secured on a first lien basis 3747   (the “Incremental Ratio Amount”), plus (C) an amount equal to all voluntary prepayments of 3748   Term Loans and, to the extent accompanied by a permanent and concurrent commitment reduc-3749   tion under the Revolving Credit Facility in the amount of such prepayment, prepayments of Re-3750   volving Loans, in each case, to the extent not funded with long term Indebtedness (the amounts 3751   described in clauses (A), (B) and (C) above, the “Incremental Cap”); 3752   (iii) (x) no Event of Default shall exist after giving effect to such Incremental Facili-3753   ties, as applicable, and the use of proceeds thereunder; provided that in connection with a Limited 3754   Condition Acquisition, if agreed to by the Lenders providing such Incremental Facilities, the re-3755   quirements in this clause (iii)(x) shall be subject to customary “Sungard” or “Funds Certain Pro-3756   visions” and (y) if such Incremental Facility is established in reliance on the Incremental Ratio 3757   Amount, the Total Leverage Ratio on a Pro Forma Basis (calculated (1) as if any Incremental Re-3758   volving Increase were fully drawn on the effective date thereof and (2) excluding any cash consti-3759   tuting proceeds of any Incremental Facility) does not exceed 6.00:1.00; 3760   (iv) after giving effect to such Incremental Term Commitment or Incremental Re-3761   volving Increase, the conditions of Section 3.2(b)(i) shall be satisfied; provided that if the pro-3762   ceeds of such Incremental Term Commitment or Incremental Revolving Increase are being used 3763   to finance a Permitted Acquisition, this Section 2.19(d)(iv) shall only apply if required by the 3764   Lenders providing such Incremental Facility; and 3765   (v) the Incremental Facilities will not be guaranteed by any Subsidiaries of the Bor-3766   rower that do not guarantee the Initial Term Loans and Revolving Credit Facility and will be se-3767   cured on a pari passu basis by the same Collateral securing the Initial Term Loans and Revolving 3768   Credit Facility (or, in the case of Incremental Term Facilities only, a junior basis; provided that 3769   such tranche of Incremental Term Facilities shall be subject to the terms of a customary second 3770   lien intercreditor agreement reasonably satisfactory to the Administrative Agent). 3771   (e) Required Terms.  The terms, provisions and documentation of the Incremental 3772   Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental 3773   Revolving Increase, as the case may be, of any Class, except as otherwise set forth herein, shall be as 3774   agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Facili-3775   ties, as applicable.  In any event: 3776   (i) the Incremental Term Loans (except as otherwise specified below in this 3777   clause (i)): 3778     





 







   -83-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (A) shall not mature earlier than the Maturity Date of the Initial Term Loans 3779   outstanding at the time of incurrence of such Incremental Term Loans; 3780   (B) shall have a Weighted Average Life to Maturity not shorter than the re-3781   maining Weighted Average Life to Maturity of the Initial Term Loans; 3782   (C) shall have an Applicable Margin, and subject to clauses (e)(i)(A) and 3783   (e)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and 3784   the applicable Incremental Term Lenders; 3785   (D) the Incremental Term Loans may participate on a pro rata basis or less 3786   than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory 3787   prepayments of Initial Term Loans hereunder, as specified in the applicable Incremental 3788   Amendment or other definitive documentation; and 3789   (E) any Incremental Term Facility that effects an increase in the size of the 3790   Initial Term Loans shall be on the same terms and pursuant to the same documentation 3791   applicable to the Initial Term Loans (excluding, subject to Section 2.19(e)(iii), upfront 3792   fees and customary arranger fees) and any other Incremental Term Facility shall be on 3793   terms and pursuant to documentation to be determined; provided that, to the extent such 3794   terms and documentation are not consistent with the Initial Term Loans (except to the ex-3795   tent permitted by Section 2.19(e)(iii)), the covenants, events of default and guarantees of 3796   any such Incremental Term Facility shall not be materially more restrictive to the Bor-3797   rower, when taken as a whole, than the terms of the Initial Term Loans, unless (1) Lend-3798   ers under any then-existing Term Loans also receive the benefit of such more restrictive 3799   terms (it being understood to the extent that any covenant is added for the benefit of any 3800   Incremental Term Facility, no consent shall be required from the Administrative Agent or 3801   any Lender to the extent that such covenant is also added for the benefit of any corre-3802   sponding existing Term Loans), (2) any such provisions apply solely after the Latest Ma-3803   turity Date of any then-outstanding Term Loans or (3) such terms shall be reasonably sat-3804   isfactory to the Administrative Agent and the Borrower; 3805   (ii) any Incremental Revolving Increase and Incremental Revolving Loans shall be 3806   identical to, and pursuant to the same documentation applicable to the Revolving Credit Com-3807   mitments and the Revolving Loans; and 3808   (iii) the amortization schedule applicable to any Incremental Loans and the All-In 3809   Yield applicable to the Incremental Term Loans of each Class shall be determined by the Bor-3810   rower and the applicable Incremental Lenders and shall be set forth in each applicable Incremen-3811   tal Amendment and in the definitive documentation governing such Indebtedness; provided, how-3812   ever, that with respect to any Incremental Term Loans made under Incremental Term Commit-3813   ments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the 3814   applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the 3815   date of such calculation with respect to Initial Term Loans, plus 0.50% per annum unless the in-3816   terest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) 3817   with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield 3818   under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the 3819   Incremental Term Loans minus 0.50%; provided if such Incremental Term Loan includes a Euro-3820   currency floor greater than 1.00% per annum or a Base Rate floor greater than 2.00% per annum, 3821   such differential between the Eurocurrency or Base Rate floors shall be equated to the applicable 3822   All-In Yield for purposes of determining whether an increase to the interest rate margin under the 3823     





 







   -84-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Initial Terms Loans shall be required, but only to the extent an increase in the Eurocurrency or 3824   Base Rate floor in the Initial Term Loans would cause an increase in the interest rate then in ef-3825   fect thereunder, and in such case, the Eurocurrency or Base Rate floor (but not the interest rate 3826   margin) applicable to the Initial Term Loans shall be increased to the extent of such differential 3827   between the Eurocurrency or Base Rate floors. 3828   (f) Incremental Amendment.  Commitments in respect of Incremental Term Loans 3829   and Incremental Revolving Increase shall become Commitments (or in the case of an Incremental Revolv-3830   ing Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applica-3831   ble Revolving Credit Commitment), under this Agreement pursuant to an amendment (an “Incremental 3832   Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Bor-3833   rower, each Incremental Lender providing such Commitments and the Administrative Agent.  The Incre-3834   mental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such 3835   amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the 3836   reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Sec-3837   tion 2.19.  The Borrower will use the proceeds of the Incremental Term Loans and Incremental Revolving 3838   Increases for any purpose not prohibited by this Agreement.  No Lender shall be obligated to provide any 3839   Incremental Term Loans or Incremental Revolving Increase unless it so agrees.  To the extent reasonably 3840   requested by the Administrative Agent, the Administrative Agent shall have received customary legal 3841   opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those 3842   delivered on the Closing Date under Section 3.1 (other than changes to such legal opinions resulting from 3843   a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the 3844   Administrative Agent).  The Incremental Term Loans made pursuant to any Incremental Term Facility 3845   shall be added to (and form part of) each Borrowing of outstanding Term Loans under the respective 3846   Class so incurred on a pro rata basis (based on the principal amount of each Borrowing) so that each 3847   Lender under such Class will participate proportionately in each then outstanding Borrowing of Term 3848   Loans under such Class. 3849   (g) Reallocation of Revolving Credit Exposure.  Upon any Incremental Facility 3850   Closing Date for an Incremental Revolving Increase pursuant to this Section 2.19, (a) if, on such date, 3851   there are any Revolving Loans under any Revolving Credit Facility, each of the Revolving Credit Lenders 3852   shall assign to each of the Incremental Revolving Credit Lenders, and each of the Incremental Revolving 3853   Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, 3854   such interests in the Incremental Revolving Loans outstanding on such Incremental Facility Closing Date 3855   as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolv-3856   ing Loans will be held by existing Revolving Credit Lenders and Incremental Revolving Credit Lenders 3857   ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such 3858   Incremental Revolving Increase to the Revolving Credit Commitments and (b) there shall be an automatic 3859   adjustment to the participations hereunder in Letters of Credit and Swingline Loans held by each Lender 3860   under the Revolving Credit Facilities so that each such Lender shares ratably in such participations in ac-3861   cordance with their revolving credit commitments under all Revolving Credit Facilities (after giving ef-3862   fect to the establishment of such Incremental Revolving Increase).  The Administrative Agent and the 3863   Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment require-3864   ments contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the 3865   immediately preceding sentence. 3866   (h) This Section 2.19 shall supersede any provisions in Section 11.1 or 11.9 to the 3867   contrary. 3868     





 







   -85-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Section 2.20 Refinancing Amendments.   3869   (a) On one or more occasions after the Closing Date, the Borrower may obtain, from 3870   any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect 3871   of all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Credit Commit-3872   ments) then outstanding under this Agreement (which for purposes of this Section 2.20(a) will be deemed 3873   to include any then outstanding Refinancing Term Loans or Incremental Term Loans), in the form of Re-3874   financing Term Loans, Refinancing Term Commitments, Refinancing Revolving Credit Commitments or 3875   Refinancing Revolving Loans pursuant to a Refinancing Amendment; provided that notwithstanding any-3876   thing to the contrary in this Section 2.20(a) or otherwise, (1) the borrowing and repayment (except for 3877   (A) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and 3878   related outstandings), (B) repayments required upon the maturity date of the Refinancing Revolving Cred-3879   it Commitments and (C) repayment made in connection with a permanent repayment and termination of 3880   commitments (subject to clause (3) below)) of Loans with respect to Refinancing Revolving Credit 3881   Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made 3882   on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Sec-3883   tions 2.3(e) and 2.4(h) to the extent dealing with Swingline Loans and Letters of Credit which mature or 3884   expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer ma-3885   turity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lend-3886   ers with Commitments in accordance with their percentage of the Revolving Credit Commitments (and 3887   except as provided in Sections 2.3(e) and 2.4(h), without giving effect to changes thereto on an earlier 3888   maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the 3889   permanent repayment of Revolving Loans with respect to, and termination of, Refinancing Revolving 3890   Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be 3891   made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be 3892   permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata 3893   basis as compared to any other Class with a later maturity date than such Class and (4) assignments and 3894   participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be 3895   governed by the same assignment and participation provisions applicable to Revolving Credit Commit-3896   ments and Revolving Loans. 3897   (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfac-3898   tion (or waiver in accordance with the terms of such Refinancing Amendment) on the date thereof of each 3899   of the conditions set forth in Section 3.2 and, to the extent reasonably requested by the Administrative 3900   Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and offic-3901   ers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opin-3902   ion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably sat-3903   isfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the 3904   Guaranty and Security Agreement and each other document granting a security interest in the Collateral 3905   as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agree-3906   ment Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. 3907   (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 3908   2.20(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral 3909   multiple of $1,000,000 in excess thereof. 3910   (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan 3911   Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other 3912   Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit 3913   Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this 3914   Agreement and the other Loan Documents consistent with the provisions and intent of Section 11.1(a)(1) 3915     





 







   -86-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   or the third paragraph of Section 11.1(a) (without the consent of the Required Lenders called for therein) 3916   and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be neces-3917   sary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the 3918   provisions of this Section 2.20, and the Required Lenders hereby expressly authorize the Administrative 3919   Agent to enter into any such Refinancing Amendment. 3920   (e) This Section 2.20 shall supersede any provisions in Section 11.1 or 11.9 to the 3921   contrary. 3922   Section 2.21 Extension of Term Loans; Extension of Revolving Loans.   3923   (a) Extension of Term Loans.  The Borrower may at any time and from time to time 3924   request that all or a portion of the Term Loans of a given Class (each, an “Existing Term Loan Tranche”) 3925   be amended to extend the scheduled maturity date(s) with respect to all or a portion of any principal 3926   amount of such Term Loans (any such Term Loans which have been so amended, “Extended Term 3927   Loans”) and to provide for other terms consistent with this Section 2.21.  In order to establish any Ex-3928   tended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a 3929   copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, a 3930   “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be es-3931   tablished, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche 3932   (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under 3933   such Existing Term Loan Tranche and (y) (except as to interest rates, fees, amortization, final maturity 3934   date, “AHYDO” payments, optional prepayments and redemptions, mandatory repayments, premium, 3935   required prepayment dates and participation in prepayments, which shall be determined by the Borrower 3936   and the Extending Term Lenders and set forth in the relevant Term Loan Extension Request), be substan-3937   tially identical to, or (taken as a whole) no more favorable to the Extending Term Lenders than those ap-3938   plicable to the Existing Term Loan Tranche subject to such Term Loan Extension Request (except for 3939   covenants or other provisions applicable only to periods after the Latest Maturity Date then in effect) (as 3940   reasonably determined by the Borrower), except that:  (i) all or any of the scheduled amortization pay-3941   ments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amorti-3942   zation payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent pro-3943   vided in the applicable Extension Amendment; (ii) the All-In Yield, pricing, optional prepayment and 3944   redemptions, mandatory repayments and “AHYDO” payments with respect to the Extended Term Loans 3945   (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be 3946   different than the All-In Yield, pricing, optional prepayments and redemptions, mandatory repayments 3947   and “AHYDO” payments for the Term Loans of such Existing Term Loan Tranche, in each case, to the 3948   extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for 3949   other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on 3950   the effective date of the Extension Amendment (immediately prior to the establishment of such Extended 3951   Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower 3952   and the Lenders thereof; provided that no Extended Term Loans may be optionally or mandatorily pre-3953   paid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans 3954   under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such 3955   optional or mandatory prepayment is accompanied by a pro rata optional or mandatory prepayment of 3956   such other Term Loans; provided, further, that (A) no Event of Default shall have occurred and be contin-3957   uing at the time a Term Loan Extension Request is delivered to Lenders, (B) in no event shall the final 3958   maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of estab-3959   lishment thereof be earlier than the then Latest Maturity Date of any then-existing Term Loans hereunder, 3960   (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Term Loan Extension 3961   Series at the time of establishment thereof shall be no shorter (other than by virtue of amortization or pre-3962   payment of such Indebtedness prior to the time of incurrence of such Extended Term Loans) than the re-3963     





 







   -87-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   maining Weighted Average Life to Maturity of the applicable Existing Term Loan Tranche, (D) all doc-3964   umentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any 3965   Extended Term Loans may participate on a pro rata basis or less than a pro rata basis (but not greater than 3966   a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as 3967   specified in the respective Term Loan Extension Request.  Any Extended Term Loans amended pursuant 3968   to any Term Loan Extension Request shall be designated a series (each, a “Term Loan Extension Series”) 3969   of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans 3970   amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension 3971   Amendment, be designated as an increase in any previously established Term Loan Extension Series with 3972   respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto 3973   shall be proportionally increased).  Each Term Loan Extension Series of Extended Term Loans incurred 3974   under this Section 2.21 shall be in an aggregate principal amount that is not less than $10,000,000 (or, if 3975   less, the entire principal amount of the Indebtedness being extended pursuant to this Section 2.21(a)). 3976   (b) Extension of Revolving Credit Commitments.  The Borrower may, on behalf of 3977   the Borrower, at any time and from time to time request that all or a portion of the Revolving Credit 3978   Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the Maturi-3979   ty Date with respect to all or a portion of any principal amount of such Revolving Credit Commitments 3980   (any such Revolving Credit Commitments which have been so amended, “Extended Revolving Credit 3981   Commitments”) and to provide for other terms consistent with this Section 2.21.  In order to establish any 3982   Extended Revolving Credit Commitments, the Borrower shall provide a notice to the Administrative 3983   Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Re-3984   volver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended 3985   Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender 3986   under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and 3987   offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, 3988   fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other 3989   covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Cred-3990   it Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Credit 3991   Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a 3992   Revolving Credit Commitment (or related outstandings, as the case may be) with such other terms sub-3993   stantially identical to, or taken as a whole, no more favorable to the Extending Revolving Credit Lender, 3994   as the original Revolving Credit Commitments (and related outstandings) except that:  (i) the Maturity 3995   Date of the Extended Revolving Credit Commitments may be delayed to a later date than the Maturity 3996   Date of the Revolving Credit Commitments of such Existing Revolver Tranche, to the extent provided in 3997   the applicable Extension Amendment; (ii) the All-In Yield, pricing, optional prepayment or redemption 3998   terms, with respect to extensions of credit under the Extended Revolving Credit Commitments (whether 3999   in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different 4000   than the All-In Yield, pricing, optional redemption or prepayment terms for extensions of credit under the 4001   Revolving Credit Commitments of such Existing Revolver Tranche, in each case, to the extent provided 4002   in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants 4003   (as determined by the Borrower and Lenders extending) and terms that apply solely to any period after the 4004   Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately pri-4005   or to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under 4006   the applicable Revolving Credit Commitments (i.e., the Existing Revolver Tranche and the Extended Re-4007   volving Credit Commitments of the applicable Revolver Extension Series) and repayments and commit-4008   ment reductions thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees 4009   at different rates on Extended Revolving Credit Commitments (and related outstandings), (II) repayments 4010   required upon the Maturity Date of the non-extending Revolving Credit Commitments and 4011   (III) repayments made in connection with a permanent repayment and termination of non-extended Re-4012   volving Credit Commitments); provided, further, that (A) no Event of Default shall have occurred and be 4013     





 







   -88-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the fi-4014   nal maturity date of any Extended Revolving Credit Commitments of a given Revolver Extension Series 4015   at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver 4016   Tranche, (C) any such Extended Revolving Credit Commitments (and the Liens securing the same) shall 4017   be permitted by the terms of any intercreditor agreement that is then in effect and (D) all documentation 4018   in respect of such Extension Amendment shall be consistent with the foregoing.  Any Extended Revolv-4019   ing Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a se-4020   ries (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes 4021   of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Exist-4022   ing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated 4023   as an increase in any previously established Revolver Extension Series with respect to such Existing Re-4024   volver Tranche.  Each Revolver Extension Series of Extended Revolving Credit Commitments incurred 4025   under this Section 2.21 shall be in an aggregate principal amount that is not less than $10,000,000 (or, if 4026   less, the entire principal amount of the Indebtedness being extended pursuant to this Section 2.21(b)). 4027   (c) Extension Request.  The Borrower shall provide the applicable Extension Re-4028   quest at least five Business Days prior to the date on which Lenders under the Existing Term Loan 4029   Tranche or Existing Revolver Tranche, as applicable, are requested to respond (or such shorter period as 4030   agreed by the Administrative Agent), and shall agree to such procedures, if any, as may be established by, 4031   or acceptable to, the Administrative Agent and the Borrower, in each case acting reasonably to accom-4032   plish the purposes of this Section 2.21.  No Lender shall have any obligation to agree to have any of its 4033   Term Loans of any Existing Term Loan Tranche amended into Extended Term Loans or any of its Re-4034   volving Credit Commitments amended into Extended Revolving Credit Commitments, as applicable, pur-4035   suant to any Extension Request.  Any Lender holding a Loan under an Existing Term Loan Tranche 4036   (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing 4037   Term Loan Tranche subject to such Extension Request amended into Extended Term Loans and any Re-4038   volving Credit Lender (each, an “Extending Revolving Credit Lender”) wishing to have all or a portion of 4039   its Revolving Credit Commitments under the Existing Revolver Tranche subject to such Extension Re-4040   quest amended into Extended Revolving Credit Commitments, as applicable, shall notify the Administra-4041   tive Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of 4042   the amount of its Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments 4043   under the Existing Revolver Tranche, as applicable, which it has elected to request be amended into Ex-4044   tended Term Loans or Extended Revolving Credit Commitments, as applicable (subject to any minimum 4045   denomination requirements imposed by the Administrative Agent).  In the event that the aggregate princi-4046   pal amount of Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments un-4047   der the Existing Revolver Tranche, as applicable, in respect of which applicable Term Lenders or Revolv-4048   ing Credit Lenders, as the case may be, shall have accepted the relevant Extension Request exceeds the 4049   amount of Extended Term Loans or Extended Revolving Credit Commitments, as applicable, requested to 4050   be extended pursuant to the Extension Request, Term Loans or Revolving Credit Commitments, as appli-4051   cable, subject to Extension Elections shall be amended to Extended Term Loans or Revolving Credit 4052   Commitments, as applicable, on a pro rata basis (subject to rounding by the Administrative Agent, which 4053   shall be conclusive) based on the aggregate principal amount of Term Loans or Revolving Credit Com-4054   mitments, as applicable, included in each such Extension Election. 4055   (d) Extension Amendment.  Extended Term Loans and Extended Revolving Credit 4056   Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this 4057   Agreement among the Borrower, the Administrative Agent and each Extending Term Lender or Extend-4058   ing Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving 4059   Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in 4060   Section 2.21(a) or 2.21(b) above, respectively (but which shall not require the consent of any other Lend-4061   er).  The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver in ac-4062     





 







   -89-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   cordance with such Extension Amendment) on the date thereof of each of the conditions set forth in Sec-4063   tion 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administra-4064   tive Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered 4065   on the Closing Date other than changes to such legal opinion resulting from a change in law, change in 4066   fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) 4067   reaffirmation agreements and/or such amendments to the Guaranty and Security Agreement and each oth-4068   er document granting a security interest in the Collateral as may be reasonably requested by the Adminis-4069   trative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit Commit-4070   ments, as applicable, are provided with the benefit of the applicable Loan Documents.  The Administra-4071   tive Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment.  Each 4072   of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended 4073   pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to 4074   the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Re-4075   volving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repay-4076   ments set forth in Section 2.6 with respect to any Existing Term Loan Tranche subject to an Extension 4077   Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to 4078   the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Exten-4079   sion (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans re-4080   quired pursuant to Section 2.6), (iii) modify the prepayments set forth in Sections 2.7 and 2.8 to reflect 4081   the existence of the Extended Term Loans and the application of prepayments with respect thereto, 4082   (iv) make such other changes to this Agreement and the other Loan Documents consistent with the provi-4083   sions and intent of Section 11.1(a)(1) or the third paragraph of Section 11.1(a) (without the consent of the 4084   Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the oth-4085   er Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative 4086   Agent and the Borrower, to effect the provisions of this Section 2.21, and the Required Lenders hereby 4087   expressly authorize the Administrative Agent to enter into any such Extension Amendment. 4088   (e) No Prepayment.  No conversion or extension of Loans or Commitments pursuant 4089   to any Extension Amendment in accordance with this Section 2.21 shall constitute a voluntary or manda-4090   tory prepayment or repayment for purposes of this Agreement.  This Section 2.21 shall supersede any 4091   provisions in Section 11.1 or 11.19 to the contrary. 4092   ARTICLE 3 4093    4094   CONDITIONS TO LOANS AND LETTERS OF CREDIT 4095   Section 3.1 Conditions Precedent to Effectiveness of the Credit Agreement on the Closing 4096   Date.  The effectiveness of this Agreement on the Closing Date is subject to the satisfaction or due waiver 4097   of each of the following conditions precedent on or before April 1, 2015: 4098   (a) Certain Documents.  The Administrative Agent shall have received on or prior to 4099   the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by 4100   the Administrative Agent, in form and substance reasonably satisfactory to the Administrative 4101   Agent and each Lender: 4102    (i) this Agreement duly executed by the Borrower and, for the account of 4103   each Lender having requested the same by notice to the Administrative Agent and the 4104   Borrower received by each at least 3 Business Days prior to the Closing Date (or such 4105   later date as may be agreed by the Borrower), Notes in each applicable Facility conform-4106   ing to the requirements set forth in Section 2.14(e); 4107     





 







   -90-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22    (ii) the Guaranty and Security Agreement, duly executed by the Borrower 4108   and each Guarantor, together with (A) copies of recent UCC, Intellectual Property and 4109   other appropriate search reports and of all effective prior filings listed therein, together 4110   with evidence of the termination of such prior filings other than Permitted Liens and oth-4111   er documents with respect to the priority of the security interest of the Administrative 4112   Agent in the Collateral (other than filings relating to Permitted Liens), in each case as 4113   may be reasonably requested by the Administrative Agent, (B) all documents represent-4114   ing all certificated Securities being pledged pursuant to such Guaranty and Security 4115   Agreement and related undated powers or endorsements duly executed in blank and (C) a 4116   duly executed counterpart of the Perfection Certificate; 4117    (iii) a customary written opinion of Kirkland & Ellis LLP, counsel to the Bor-4118   rower and each other Loan Party, addressed to the Administrative Agent, the L/C Issuers 4119   and the Lenders, and addressing such matters as the Administrative Agent may reasona-4120   bly request; 4121    (iv) a duly executed favorable opinion letter of FCC counsel to the Loan Par-4122   ties, addressed to the Administrative Agent, the L/C Issuers and the Lenders and address-4123   ing such matters as the Administrative Agent may reasonably request; 4124    (v) a copy of each Constituent Document of each Loan Party that is on file 4125   with any Governmental Authority in any jurisdiction, certified as of a recent date by such 4126   Governmental Authority, together with, if applicable, certificates attesting to the good 4127   standing of such Loan Party in such jurisdiction; 4128    (vi) a certificate of the secretary or other officer of each Loan Party in charge 4129   of maintaining books and records of such Loan Party certifying as to (A) the names and 4130   signatures of each officer of such Loan Party authorized to execute and deliver any Loan 4131   Document, (B) the Constituent Documents of such Loan Party attached to such certificate 4132   are complete and correct copies of such Constituent Documents as in effect on the date of 4133   such certification (or, for any such Constituent Document delivered pursuant to clause (v) 4134   above, that there have been no changes from such Constituent Document so delivered) 4135   and (C) the resolutions of such Loan Party’s board of directors or other appropriate gov-4136   erning body approving and authorizing the execution, delivery and performance of each 4137   Loan Document to which such Loan Party is a party; 4138    (vii) a certificate of a Responsible Officer of the Borrower to the effect that 4139   (A) each condition set forth in Section 3.2(b) has been satisfied and (B) attached thereto 4140   are complete and correct copies of each Related Document (other than the payoff letter 4141   for the Existing Credit Agreement); and 4142    (viii) insurance certificates in form and substance reasonably satisfactory to 4143   the Administrative Agent demonstrating that the insurance policies required by Sec-4144   tion 7.5 are in full force and effect and have all endorsements required by Section 7.5. 4145   (b) Fee and Expenses.  There shall have been paid to the Administrative Agent, for 4146   the account of the Administrative Agent, its Related Persons, any L/C Issuer or any Lender, as the 4147   case may be, all fees and all reimbursements of costs or expenses, in each case due and payable 4148   under any Loan Document on or before the Closing Date. 4149     





 







   -91-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (c) Consents.  Each Group Member shall have received all consents and authoriza-4150   tions required pursuant to any material Contractual Obligation with any other Person and shall 4151   have obtained all Permits of, and effected all notices to and filings with, any Governmental Au-4152   thority including, without limitation, the FCC, in each case, as may be necessary in connection 4153   with the consummation of the transactions contemplated in any Loan Document or Related Doc-4154   ument (including the Related Transactions). 4155   (d) Related Transactions.  The Administrative Agent shall be reasonably satisfied 4156   that, (i) subject only the funding of the initial Loans hereunder and the use of proceeds thereof, 4157   (A) all obligations under the Existing Credit Agreement will have been repaid in full, as evi-4158   denced by payoff letter duly executed and delivered by the applicable Loan Parties and the Exist-4159   ing Agent and (B) an amount sufficient for the discharge the principal of the Existing Senior Un-4160   secured Notes, as well as to pay redemption premium and any accrued and unpaid interest rele-4161   vant to the redemption date, shall have been deposited with the trustee for the Existing Senior 4162   Unsecured Notes and (ii) the Senior Notes will be issued concurrently with the funding of the ini-4163   tial Loans hereunder and the use of proceeds thereof in accordance with the Disclosure Docu-4164   ments and the Borrower will receive gross proceeds thereof in an amount not less than 4165   $300,000,000. 4166   (e) [Reserved]. 4167   (f) Evidence of Solvency.  A certificate of the Chief Financial Officer of the Bor-4168   rower, attesting that the Borrower and its Subsidiaries, on a consolidated basis, after incurring the 4169   indebtedness contemplated by the Facilities on the Closing Date and the incurrence of the Senior 4170   Notes and the application of proceeds thereof, are Solvent. 4171   (g) No Material Adverse Effect.  Since December 31, 2014, there shall not have oc-4172   curred any Material Adverse Effect. 4173   Section 3.2 Conditions Precedent to Each Loan and Letter of Credit and to Effectiveness of 4174   the Credit Agreement.  The (x) obligation of each Lender on any date (including the Closing Date) to 4175   make any Loan (other than an Incremental Term Loan which are only subject to the conditions set forth in 4176   Section 2.19) and of each L/C Issuer on any date (including the Closing Date) to Issue any Letter of Cred-4177   it and (y) the effectiveness of the Credit Agreement on the Closing Date to the extent that there are no 4178   extensions of credit under the Credit Agreement on the Closing Date, in each case, is subject to the satis-4179   faction of each of the following conditions precedent: 4180   (a) Request.  The Administrative Agent (and, in the case of any Issuance, the rele-4181   vant L/C Issuer) shall have received, to the extent required by Article 2, a written, timely and duly 4182   executed and completed Notice of Borrowing, Swingline Request or, as the case may be, L/C Re-4183   quest; provided that no Notice of Borrowing, Swingline Request or L/C Request shall be required 4184   on the Closing Date to the extent that there are no extensions of credit under the Credit Agree-4185   ment requested for the Closing Date. 4186   (b) Representations and Warranties; No Defaults.  The following statements shall be 4187   true on such date, both before and after giving effect to such Loan or, as applicable, such Issu-4188   ance:  (i) the representations and warranties set forth in any Loan Document shall be true and cor-4189   rect (A) if such date is the Closing Date, on and as of such date and (B) otherwise, in all material 4190   respects (but in all respects if such representation or warranty is qualified by “material” or “Mate-4191   rial Adverse Effect”) on and as of such date or, to the extent such representations and warranties 4192     





 







   -92-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   expressly relate to an earlier date, on and as of such earlier date and (ii) no Default or Event of 4193   Default shall be continuing. 4194   The representations and warranties set forth in any Notice of Borrowing, Swingline Request or L/C Re-4195   quest (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of 4196   the date of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of 4197   the relevant Letter of Credit. 4198   Section 3.3 Determinations of Initial Borrowing Conditions.  For purposes of determining 4199   compliance with the conditions specified in Section 3.1, each Lender shall be deemed to be satisfied with 4200   each document and each other matter required to be satisfactory to such Lender unless, prior to the Clos-4201   ing Date, the Administrative Agent receives notice from such Lender specifying such Lender’s objections 4202   and such Lender has not made available its Pro Rata Share of any Borrowing scheduled to be made on the 4203   Closing Date. 4204   Section 3.4 Post-Closing Covenant.  Notwithstanding anything to the contrary contained in 4205   this Agreement, and the other Loan Documents, the parties hereto acknowledge and agree that the Loan 4206   Parties shall take the actions specified in Schedule 3.4 as promptly as reasonably practicable, and in any 4207   event within the periods after the Closing Date specified in said Schedule 3.4.  The provisions of said 4208   Schedule 3.4 shall be deemed incorporated by reference herein as fully as if set forth herein in their en-4209   tirety. 4210   ARTICLE 4 4211    4212   REPRESENTATIONS AND WARRANTIES 4213   To induce the Lenders, the L/C Issuers and the Administrative Agent to enter into the 4214   Loan Documents, the Borrower (and, to the extent set forth in any other Loan Document, each other Loan 4215   Party) represents and warrants to each of them each of the following on and as of each date applicable 4216   pursuant to Section 3.2: 4217   Section 4.1 Corporate Existence; Compliance with Law.  The Borrower and each Restricted 4218   Subsidiary (a) is duly organized, validly existing and in good standing (or applicable equivalent thereof) 4219   under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign entity 4220   and in good standing (or applicable equivalent thereof) under the laws of each jurisdiction where such 4221   qualification is necessary, except where the failure to be so qualified or in good standing would not, in the 4222   aggregate, have a Material Adverse Effect, (c) has all requisite power and authority and the legal right to 4223   own, pledge, mortgage and operate its property, to lease or sublease any property it operates under lease 4224   or sublease and to conduct its business as now or currently proposed to be conducted except as would not, 4225   individually or in the aggregate, have a Material Adverse Effect, (d) is in compliance with its Constituent 4226   Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be 4227   in compliance would not have a Material Adverse Effect and (f) has all necessary Permits from or by, has 4228   made all necessary filings with, and has given all necessary notices to, each Governmental Authority hav-4229   ing jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or con-4230   duct of business, except where the failure to obtain such Permits, make such filings or give such notices 4231   would not, in the aggregate, have a Material Adverse Effect. 4232   Section 4.2 Loan Documents and Related Documents. 4233   (a) Power and Authority.  The execution, delivery and performance by each Loan 4234   Party of the Loan Documents to which it is a party and the consummation of the Related Transactions and 4235     





 







   -93-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   other transactions contemplated therein (i) are within such Loan Party’s corporate or similar powers and, 4236   at the time of execution thereof, have been duly authorized by all necessary corporate and similar action 4237   (including, if applicable, consent of holders of its Securities), (ii) do not (A) contravene such Loan Party’s 4238   Constituent Documents, (B) violate any applicable Requirement of Law, (C) conflict with, contravene, 4239   constitute a default or breach under, or result in or permit the termination or acceleration of, any material 4240   Contractual Obligation of any Loan Party or any of its Subsidiaries (including other Loan Documents) 4241   other than those that would not, in the aggregate, have a Material Adverse Effect or (D) result in the im-4242   position of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of its Sub-4243   sidiaries and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent 4244   of, or notice to, any Person, other than (A) with respect to the Loan Documents, the filings required to 4245   perfect the Liens created by the Loan Documents and (B) those listed on Schedule 4.2 and that have been, 4246   or will be prior to the Closing Date, obtained or made, copies of which have been, or will be prior to the 4247   Closing Date, delivered to the Administrative Agent, and each of which on the Closing Date will be in 4248   full force and effect. 4249   (b) Due Execution and Delivery.  From and after its delivery to the Administrative 4250   Agent and, each Loan Document has been duly executed and delivered to the other parties thereto by each 4251   Loan Party party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable 4252   against such Loan Party in accordance with its terms except as may be limited by bankruptcy, insolvency, 4253   reorganization moratorium or similar laws limiting creditors’ rights generally and subject to general prin-4254   ciples of equity, regardless of whether considered in a proceeding in equity or at law. 4255   Section 4.3 Ownership of Group Members.  Set forth on Schedule 4.3 is a complete and ac-4256   curate list showing, as of the Closing Date, for each Group Member and each Subsidiary of any Group 4257   Member and each joint venture of any of them, its jurisdiction of organization, the number of shares of 4258   each class of Stock authorized (if applicable) on the Closing Date, the number outstanding on the Closing 4259   Date and, other than for the Borrower, the number and percentage of the outstanding shares of each such 4260   class owned (directly or indirectly) by the Borrower.  All outstanding Stock of each of them has been val-4261   idly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of the Bor-4262   rower, is owned beneficially and of record by a Group Member, free and clear of all Liens other than 4263   Permitted Liens.   4264   Section 4.4 Financial Statements. 4265   (a) Each of the audited Consolidated balance sheet of the Borrower as at December 4266   31, 2014, and the related Consolidated statements of income, retained earnings and cash flows of the Bor-4267   rower for the Fiscal Year then ended, certified by McGladrey LLP, copies of which have been furnished 4268   to the Administrative Agent, fairly present in all material respects the Consolidated financial position, 4269   results of operations and cash flow of the Borrower as at the dates indicated and for the periods indicated 4270   in accordance with GAAP. 4271   (b) The Initial Projections have been prepared by the Borrower in light of the past 4272   operations of the Business and reflect projections for the five year period beginning on January 1, 2015 on 4273   a quarterly basis for the first year and on a year-by-year basis thereafter.  As of the Closing Date, the Ini-4274   tial Projections are based upon estimates and assumptions stated therein, all of which the Borrower be-4275   lieves to be reasonable and fair in light of conditions and facts known to the Borrower as of the Closing 4276   Date and reflect the good faith, reasonable and fair estimates by the Borrower of the future Consolidated 4277   financial performance of the Borrower and the other information projected therein for the periods set forth 4278   therein; it being understood, however, that the Initial Projections are as to future events and are not to be 4279   viewed as facts, that the Initial Projections are subject to significant uncertainties and contingencies, many 4280   of which are beyond the Borrower’s control, that no assurance can be given that any particular Initial Pro-4281     





 







   -94-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   jections will be realized and that actual results during the period or periods covered by any such Initial 4282   Projections may differ significantly from the projected results and such differences may be material. 4283   Section 4.5 Material Adverse Effect.  Since the Closing Date, there have been no events, cir-4284   cumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse 4285   Effect. 4286   Section 4.6 Solvency.  Both immediately before and after giving effect to (a) the Loans and 4287   Letters of Credit made or Issued on or prior to the date this representation and warranty is made, (b) the 4288   disbursement of the proceeds of such Loans, (c) the consummation of the Related Transactions and (d) 4289   the payment and accrual of all transaction costs in connection with the foregoing, the Loan Parties, on a 4290   consolidated basis, are Solvent. 4291   Section 4.7 Litigation.  Except as set forth in Schedule 4.7 there are no pending (or, to the 4292   knowledge of the Borrower or any Restricted Subsidiary, threatened in writing) actions, investigations, 4293   suits, proceedings, audits, claims, demands, orders or disputes affecting the Borrower or any of its Sub-4294   sidiaries with, by or before any Governmental Authority other than those that would not reasonably be 4295   expected to affect the Obligations, the Loan Documents, the Letters of Credit, the Related Transactions 4296   and would not, in the aggregate, have a Material Adverse Effect. 4297   Section 4.8 Taxes.  Except as could not, individually or in the aggregate, reasonably be ex-4298   pected to have a Material Adverse Effect, (a) each of the Borrower and the Restricted Subsidiaries has 4299   filed all Tax returns required to be filed by it and has timely paid all Taxes payable by it (whether or not 4300   shown on a Tax return and including in its capacity as withholding agent) that have become due, other 4301   than those being contested in good faith and by proper proceedings if it has maintained adequate reserves 4302   (in the good faith judgment of management of the Borrower, the Borrower or such Restricted Subsidiary, 4303   as applicable) with respect thereto in accordance with GAAP and (b) each of the Borrower and the Re-4304   stricted Subsidiaries has paid, or has provided adequate reserves (in the good faith judgment of manage-4305   ment of the Borrower or such Restricted Subsidiary, as applicable) in accordance with GAAP for the 4306   payment of all Taxes not yet due and payable.  There is no current or proposed Tax assessment, deficien-4307   cy or other claim against the Borrower or any Restricted Subsidiary that would reasonably be expected, 4308   individually or in the aggregate, to have a Material Adverse Effect. 4309   Section 4.9 Margin Regulations.  The Borrower is not engaged in the business of extending 4310   credit for the purpose of, and no proceeds of any Loan or other extensions of credit hereunder will be used 4311   for the purpose of, buying or carrying margin stock (within the meaning of Regulation U of the Federal 4312   Reserve Board) or extending credit to others for the purpose of purchasing or carrying any such margin 4313   stock, in each case in contravention of Regulation T, U or X of the Federal Reserve Board. 4314   Section 4.10 No Burdensome Obligations; No Defaults.  Neither the Borrower nor any Re-4315   stricted Subsidiary is a party to any Contractual Obligation or has Constituent Documents containing ob-4316   ligations, and, to the knowledge of any Group Member, there are no applicable Requirements of Law, in 4317   each case the compliance with which would have, in the aggregate, a Material Adverse Effect.  Neither 4318   the Borrower nor any Restricted Subsidiary (and, to the knowledge of Borrower and each Restricted Sub-4319   sidiary, no other party thereto) is in default under or with respect to any Contractual Obligation of any 4320   Group Member, other than those that would not, in the aggregate, have a Material Adverse Effect. 4321   Section 4.11 Investment Company Act.  Neither the Borrower nor any Restricted Subsidiary is 4322   an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an 4323   “investment company,” as such terms are defined in the Investment Company Act of 1940. 4324     





 







   -95-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Section 4.12 Labor Matters.  There are no strikes, work stoppages, slowdowns or lockouts ex-4325   isting, pending (or, to the knowledge of the Borrower or any Restricted Subsidiary, threatened) against 4326   any the Borrower or any Restricted Subsidiary, except, for those that would not, in the aggregate, have a 4327   Material Adverse Effect.  Except as set forth on Schedule 4.12, as of the Closing Date, (a) there is no col-4328   lective bargaining or similar agreement with any union, labor organization, works council or similar rep-4329   resentative covering any employee of the Borrower or any Restricted Subsidiary, (b) no petition for certi-4330   fication or election of any such representative is existing or pending with respect to any employee of the 4331   Borrower or any Restricted Subsidiary and (c) to the knowledge of the Borrower or any Restricted Sub-4332   sidiary, no such representative has sought certification or recognition with respect to any employee of 4333   Restricted Subsidiary. 4334   Section 4.13 ERISA.  Schedule 4.13 sets forth, as of the Closing Date, a complete and correct 4335   list of, and that separately identifies, (a) all Title IV Plans sponsored, maintained or contributed to by Bor-4336   rower or any Restricted Subsidiary and (b) all Multiemployer Plans contributed to by Borrower or any 4337   Restricted Subsidiary.  Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt 4338   status under Section 401 or 501 of the Code or other Requirements of Law so qualifies.  Except for those 4339   that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance 4340   with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing 4341   or pending (or to the knowledge of any Group Member, threatened) claims (other than routine claims for 4342   benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving 4343   any Benefit Plan to which the Borrower or any Restricted Subsidiary incurs or otherwise has or could 4344   have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. 4345   Section 4.14 Environmental Matters.  Except as set forth on Schedule 4.14, (a) the operations 4346   of the Borrower and each Restricted Subsidiary are and have been in compliance with all applicable Envi-4347   ronmental Laws, including obtaining, maintaining and complying with all Permits required by any appli-4348   cable Environmental Law, other than non-compliances that, in the aggregate, would not have a reasonable 4349   likelihood of resulting in a Material Adverse Effect, (b) neither the Borrower nor any Restricted Subsidi-4350   ary is party to, and neither the Borrower nor any Restricted Subsidiary and no real property currently (or 4351   to the knowledge of the Borrower or any Restricted Subsidiary previously) owned, leased, subleased, op-4352   erated or otherwise occupied by or for Borrower or any Restricted Subsidiary is subject to or the subject 4353   of, any Contractual Obligation or any pending (or, to the knowledge of the Borrower or any Restricted 4354   Subsidiary, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or no-4355   tice of violation or of potential liability or similar notice under or pursuant to any Environmental Law 4356   other than those that, in the aggregate, are not reasonably likely to result in a Material Adverse Effect, (c) 4357   no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities 4358   has attached to any property of the Borrower or any Restricted Subsidiary and, to the knowledge of the 4359   Borrower or any Restricted Subsidiary, no facts, circumstances or conditions exist that could reasonably 4360   be expected to result in any such Lien attaching to any such property, (d) neither the Borrower nor any 4361   Restricted Subsidiary has caused or suffered to occur a Release of Hazardous Materials at, to or from any 4362   real property of the Borrower or any Restricted Subsidiary and each such real property is free of contami-4363   nation by any Hazardous Materials except for such Release or contamination that could not reasonably be 4364   expected to result, in the aggregate, in a Material Adverse Effect, and (e) neither the Borrower nor any 4365   Restricted Subsidiary (i) is or has been engaged in, or has permitted any current or former tenant to en-4366   gage in, operations, or (ii) knows of any facts, circumstances or conditions, including receipt of any in-4367   formation request or notice of potential responsibility under CERCLA or similar Environmental Laws, 4368   that, in the aggregate, would have a reasonable likelihood of resulting in a Material Adverse Effect.  4369   Section 4.15 Intellectual Property.  The Borrower and each Restricted Subsidiary owns or li-4370   censes all Intellectual Property that is necessary for the operations of its businesses.  To the knowledge of 4371   the Borrower and each Restricted Subsidiary, (a) the conduct and operations of the businesses of Borrow-4372     





 







   -96-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   er and each Restricted Subsidiary does not infringe, misappropriate, dilute, violate or otherwise impair 4373   any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title 4374   or interest of the Borrower or any Restricted Subsidiary in, or relating to, any Intellectual Property, other 4375   than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions 4376   contemplated therein and would not, in the aggregate, have a Material Adverse Effect.  In addition, (x) 4377   there are no pending (or, to the knowledge of the Borrower or any Restricted Subsidiary, threatened) ac-4378   tions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting Borrower or 4379   any Restricted Subsidiary with respect to, (y) no judgment or order regarding any such claim has been 4380   rendered by any competent Governmental Authority, no settlement agreement or similar Contractual Ob-4381   ligation has been entered into by the Borrower or any Restricted Subsidiary, with respect to and (z) nei-4382   ther the Borrower nor any Restricted Subsidiary knows or has any reason to know of any valid basis for 4383   any claim based on, any such infringement, misappropriation, dilution, violation or impairment or contest, 4384   other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transac-4385   tions contemplated therein and would not, in the aggregate, have a Material Adverse Effect. 4386   Section 4.16 Title; Real Property. 4387   (a) The Borrower and each Restricted Subsidiary has good and marketable fee sim-4388   ple title to all owned real property and valid leasehold interests in all leased real property, and owns all 4389   personal property, in each case that is purported to be owned or leased by it, including those reflected on 4390   the most recent Financial Statements delivered by the Borrower, and none of such property is subject to 4391   any Lien except Permitted Liens and such other Liens as the Administrative Agent may reasonably ap-4392   prove. 4393   (b) Set forth on Schedule 4.16(b) is, as of the Closing Date, (i) a complete and accu-4394   rate list of all real property owned in fee simple by Borrower or any Restricted Subsidiary, (ii) any lease, 4395   sublease, license or sublicense of real property owned in fee simple by any Group Member and (iii) for 4396   each such real property that the Administrative Agent has requested be subject to a Mortgage, each Con-4397   tractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to Sell 4398   such real property. 4399   (c) No Loan Party has received any notice of, nor has any knowledge of, the occur-4400   rence or pendency or contemplation of any Property Loss Event affecting all or any portion of its proper-4401   ty.  No Mortgage encumbers improved real property that is located in an area that has been identified by 4402   the Secretary of Housing and Urban Development as an area having special flood hazards within the 4403   meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has 4404   been obtained. 4405   Section 4.17 Full Disclosure.  The written information prepared or furnished by or on behalf 4406   of the Borrower or any Restricted Subsidiary in connection with any Loan Document or Related Docu-4407   ment (including the information contained in any Financial Statement) is or will be, when furnished, 4408   complete and correct in all material respects (after giving effect to all supplements thereto) and does not 4409   or will not, when furnished, taken as a whole, contain any untrue statement of a material fact or omit to 4410   state a material fact necessary to make the statements contained therein, in light of the circumstances 4411   when made, not misleading.  The projections, budgets, estimates and other forward looking information 4412   and information of a general economic or general industry nature that have been made available to the 4413   Administrative Agent or any Lender are excluded from the scope of the preceding sentence.  All projec-4414   tions that are part of such information (including those set forth in any projections delivered subsequent to 4415   the Closing Date) are based upon good faith estimates and stated assumptions believed to be reasonable 4416   and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good 4417   faith, reasonable and fair estimates of the information projected for the periods set forth therein (it being 4418     





 







   -97-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   understood and agreed that the projections are not to be viewed as facts or a guarantee of financial per-4419   formance and actual results may differ from financial projections and such differences may be material). 4420   Section 4.18 Patriot Act and Other Specified Laws.  Neither the Borrower nor any Restricted 4421   Subsidiary (and, to the knowledge of each of the Borrower and its Restricted Subsidiaries, no joint ven-4422   ture or subsidiary thereof) is in violation in any material respects of any United States Requirements of 4423   Law relating to terrorism, sanctions or money laundering (the “Anti-Terrorism Laws”), including the 4424   United States Executive Order No. 13224 on Terrorist Financing (the “Anti-Terrorism Order”), the Trad-4425   ing with the Enemy Act, as amended, and each of the foreign assets control regulations of the United 4426   States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legisla-4427   tion or executive order relating thereto, and the Patriot Act.  No part of the proceeds of any Loans will be 4428   used, directly or indirectly, for any payments to any government official or employee, political party, of-4429   ficial of a political party, candidate for political office, or anyone else acting in an official capacity, in 4430   order to obtain, retain or direct business or obtain any improper advantage, in violation of the United 4431   States Foreign Corrupt Practices Act of 1977, as amended.  None of the Restricted Subsidiaries is named 4432   on the list of Specially Designated Nationals and Blocked Persons maintained by the United States De-4433   partment of Treasury Office of Foreign Assets Control.  Neither the Borrower nor any Restricted Subsidi-4434   ary (i) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Sec-4435   tion 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions 4436   With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) 4437   engages in any dealings or transactions prohibited by Section 2 of such Executive Order, or is otherwise 4438   associated with any such Person in any manner that violates such Section 2, or (iii) is a Person on the list 4439   of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under 4440   any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order. 4441   Section 4.19 [Intentionally Omitted].  4442   Section 4.20 [Intentionally Omitted]. 4443   Section 4.21 Radio Station Licenses and FCC Licenses.  As of the Closing Date, Schedule 4444   4.21 lists all Radio Station Licenses and FCC Licenses, and the Loan Party that is the licensee of each 4445   such Radio Station License or FCC License. 4446   Section 4.22 FCC Matters. 4447   (a) Except as set forth on Schedule 4.22, to the best knowledge of the Borrower and 4448   its Restricted Subsidiaries, and after giving effect to any Permitted Acquisition, the operation of the busi-4449   nesses of the Borrower and its Restricted Subsidiaries complies and has complied in all material respects 4450   with the Communications Act of 1934, as amended, and the rules, orders, regulations and other applicable 4451   requirements of the FCC (including without limitation the FCC’s rules, regulations and published policies 4452   relating to the operation of transmitting and studio equipment) (collectively, the “Communications 4453   Laws”). 4454   (b) The Radio Station Licenses are all of the material licenses, Permits, permissions 4455   and other authorizations used or necessary to operate the Radio Stations as currently operated by the Bor-4456   rower and its Restricted Subsidiaries, and, all Radio Station Licenses and FCC Licenses shall be validly 4457   held in the name of the Borrower or one of its Subsidiaries or, in the case of those Radio Station Licenses 4458   or FCC Licenses being acquired in any Permitted Acquisition, an application has been made and is pend-4459   ing with the FCC for the granting of all necessary consents to the assignment of such Radio Station Li-4460   censes or FCC Licenses to the Borrower or certain of its Subsidiaries.  To the extent acquired in a Permit-4461   ted Acquisition all acquired Radio Station Licenses and FCC Licenses have been provided to the Admin-4462     





 







   -98-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   istrative Agent prior to the consummation thereof.  The Radio Station Licenses and FCC Licenses that 4463   have been issued are in full force and effect, are valid for the balance of the current license term, are un-4464   impaired by any act or omissions of the Borrower, its Subsidiaries or any of their employees, agents, of-4465   ficers, directors or stockholders or to the best knowledge of Borrower, the current holders of licenses that 4466   are to be acquired in connection with any Permitted Acquisition, and are free and clear of any material 4467   restrictions that might limit the full operation of the Radio Stations or the Business operated by the Bor-4468   rower and its Restricted Subsidiaries, and have been so unimpaired for the full current license term. Ex-4469   cept as set forth on Schedule 4.22, there are no applications, proceedings or complaints pending or, to the 4470   Borrower’s best knowledge, threatened that may have a Material Adverse Effect.  The Borrower is not 4471   aware of any reason why those of the Radio Station Licenses or FCC Licenses subject to expiration might 4472   not be renewed in the ordinary course or of any reason why any of the Radio Station Licenses or FCC 4473   Licenses might be revoked.  No renewal of any Radio Station License or FCC Licenses would constitute a 4474   major federal action having a significant effect on the human environment under Section 1.1305 or 4475   1.1307(b) of the FCC’s rules. All information contained in any pending applications for modification, 4476   extension or renewal of the Radio Station Licenses, FCC Licenses or other applications filed with the 4477   FCC by Borrower or any of its Subsidiaries is true, complete and accurate in all material respects. All in-4478   formation contained in any application for consent to assignment of licenses, an application for consent to 4479   transfer control of licenses or substantially similar applications filed with the FCC in connection with any 4480   Permitted Acquisition is true, complete and accurate in all material respects. 4481   (c) None of the Loan Parties owns a daily newspaper or conducts any business other 4482   than the ownership, management, or operation of the Business. 4483   ARTICLE 5 4484    4485   FINANCIAL COVENANT 4486   The Borrower (and, to the extent set forth in any other Loan Document, each other Loan 4487   Party) agrees with the Lenders, the L/C Issuers and the Administrative Agent to the following, as long as 4488   any Obligation or any Commitment remains outstanding: 4489   Section 5.1 First Lien Leverage Ratio.  Except with the written consent of the Required Re-4490   volving Credit Lenders, the Borrower will not permit the First Lien Leverage Ratio as of the last day of 4491   any Test Period to be greater than 3.75:1.00 (commencing with the Test Period ending September 30, 4492   2015); provided that the provisions of this Section 5.1 shall not be applicable to any such Test Period if, 4493   on the last day of such Test Period, the aggregate principal amount of Revolving Loans, Swingline Loans 4494   and/or Letters of Credit that are issued and/or outstanding (other than Letters of Credit which have been 4495   Cash Collateralized) is equal to or less than 30.0% of the Revolving Credit Commitments. 4496   ARTICLE 6 4497    4498   REPORTING COVENANTS 4499   The Borrower (and, to the extent set forth in any other Loan Document, each other Loan 4500   Party) agrees with the Lenders, the L/C Issuers and the Administrative Agent to each of the following, as 4501   long as any Obligation which is accrued and payable (other than amounts due and payable with respect to 4502   Letters of Credit that have been cash collateralized or for which a backstop letter of credit reasonably sat-4503   isfactory to the applicable L/C Issuer is in place or contingent indemnification obligations for claims not 4504   yet asserted) or any Commitment remains outstanding: 4505     





 







   -99-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Section 6.1 Financial Statements.  The Borrower shall deliver to the Administrative Agent 4506   each of the following: 4507   (a) [Intentionally Omitted]. 4508   (b) Quarterly Reports.  As soon as available and in any event within five days after 4509   the date on which such financial statements are required to be filed with the SEC (after giving ef-4510   fect to any permitted extensions) (or, if such financial statements are not required to be filed with 4511   the SEC, within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal 4512   Year), the Consolidated unaudited balance sheet of the Borrower as of the close of such Fiscal 4513   Quarter and related Consolidated statements of income and cash flow for such Fiscal Quarter and 4514   that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, setting forth in com-4515   parative form the figures for the corresponding period in the prior Fiscal Year and the figures 4516   contained in the latest Projections, in each case certified by a Responsible Officer of the Borrower 4517   as fairly presenting in all material respects the Consolidated financial position, results of opera-4518   tions and cash flow of the Borrower as at the dates indicated and for the periods indicated in ac-4519   cordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit ad-4520   justments). 4521   (c) Annual Reports.  As soon as available and in any event within five days after the 4522   date on which such financial statements are required to be filed with the SEC (after giving effect 4523   to any permitted extensions) (or, if such financial statements are not required to be filed with the 4524   SEC, within 90 days after the end of each Fiscal Year), the Consolidated balance sheet of the 4525   Borrower as of the end of such year and related Consolidated statements of income, stockholders’ 4526   equity and cash flow for such Fiscal Year, each prepared in accordance with GAAP, together 4527   with a certification by the Restricted Subsidiaries’ Accountants that such Consolidated Financial 4528   Statements fairly present in all material respects the Consolidated financial position, results of 4529   operations and cash flow of the Borrower as at the dates indicated and for the periods indicated 4530   therein in accordance with GAAP without qualification as to the scope of the audit or as to going 4531   concern and without any other similar qualification, other than (i) resulting from an upcoming 4532   maturity of a Facility occurring within one year from the time such opinion is delivered or (ii) re-4533   sulting from any potential inability to satisfy the First Lien Leverage Ratio required pursuant to 4534   Section 5.1 on a future date. 4535   (d) Compliance Certificate.  Together with each delivery of any Financial Statement 4536   pursuant to clause (b) or (c) above, a Compliance Certificate duly executed by a Responsible Of-4537   ficer of the Borrower that, among other things, (i) shows in reasonable detail the calculations used 4538   in determining the First Lien Leverage Ratio and, if delivered together with any Financial State-4539   ment delivered pursuant to clause (c) above, the calculations used in determining Excess Cash 4540   Flow (including, for the avoidance of doubt, the calculations used in determining Consolidated 4541   EBITDA), (ii) demonstrates compliance with the financial covenant contained in Article 5 and 4542   (iii) states that no Default or Event of Default is continuing as of the date of delivery of such 4543   Compliance Certificate or, if a Default or Event of Default is continuing, states the nature thereof 4544   and the action that the Borrower proposes to take with respect thereto. 4545   (e) Corporate Chart and Other Collateral Updates.  As part of the Compliance Certif-4546   icate delivered pursuant to clause (d) above, each in form and substance reasonably satisfactory to 4547   the Administrative Agent, a certificate by a Responsible Officer of the Borrower that (i) the Cor-4548   porate Chart attached thereto (or the last Corporate Chart delivered pursuant to this clause (e)) is 4549   correct and complete as of the date of such Compliance Certificate, (ii) the Loan Parties have de-4550   livered all documents related to the collateral (including updated schedules as to locations of Col-4551     





 







   -100-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   lateral and acquisition of Intellectual Property or real property) they are required to deliver pursu-4552   ant to any Loan Document on or prior to the date of delivery of such Compliance Certificate, (iii) 4553   complete and correct copies of all documents modifying any term of any Constituent Document 4554   of Borrower or any Restricted Subsidiary or any Subsidiary or joint venture thereof on or prior to 4555   the date of delivery of such Compliance Certificate have been delivered to the Administrative 4556   Agent or are attached to such certificate and (iv) a list of Subsidiaries that identifies each Subsidi-4557   ary as a Material Subsidiary or an Immaterial Subsidiary as of the date of delivery of such Com-4558   pliance Certificate or a confirmation that there is no change in such information since the later of 4559   the Closing Date or the date of the last such list.  Together with each delivery of any Financial 4560   Statement pursuant to clause (c) above, a certificate of a Responsible Officer of the Borrower set-4561   ting forth the information required pursuant to the Perfection Certificate or confirming that there 4562   has been no change in such information since the date of the Perfection Certificate delivered on 4563   the Closing Date or the date of the most recent certificate delivered pursuant to this Section 4564   6.1(e). 4565   (f) Additional Projections.  As soon as available and in any event not later than 60 4566   days after the end of each Fiscal Year, (i) the annual business plan of the Restricted Subsidiaries 4567   for the Fiscal Year next succeeding such Fiscal Year and (ii) forecasts prepared by management 4568   of the Borrower for each Fiscal Quarter in such next succeeding Fiscal Year including in such 4569   forecasts a projected year-end Consolidated income statement and statement of cash flows. 4570   (g) Management Discussion and Analysis.  Together with each delivery of any 4571   Compliance Certificate pursuant to clause (d) above, a discussion and analysis of the financial 4572   condition and results of operations of the Restricted Subsidiaries for the portion of the Fiscal Year 4573   then elapsed and discussing the reasons for any significant variations from the Projections for 4574   such period and the figures for the corresponding period in the previous Fiscal Year. 4575   (h) Audit Reports, Management Letters, Etc.  Together with each delivery of any Fi-4576   nancial Statement for any Fiscal Year pursuant to clause (c) above, copies of each management 4577   letter, audit report or similar letter or report received by Borrower or any Restricted Subsidiary 4578   from any independent registered certified public accountant (including the Group Members’ Ac-4579   countants) in connection with such Financial Statements or any audit thereof, each certified to be 4580   complete and correct copies by a Responsible Officer of the Borrower as part of the Compliance 4581   Certificate delivered in connection with such Financial Statements. 4582   (i) Insurance.  Upon the reasonable request of the Administrative Agent or any 4583   Lender, together with each delivery of any Financial Statement for any Fiscal Year pursuant to 4584   clause (c) above, each in form and substance satisfactory to the Administrative Agent and certi-4585   fied as complete and correct by a Responsible Officer of the Borrower as part of the Compliance 4586   Certificate delivered in connection with such Financial Statements, a summary of all material in-4587   surance coverage maintained as of the date thereof by the Borrower or any Restricted Subsidiary, 4588   together with such other related documents and information, including, without limitation, evi-4589   dence of annual renewals of such insurance, as the Administrative Agent may reasonably require. 4590   (j) Supplemental Financial Information.  Deliver to the Administrative Agent with 4591   each set of financial statements referred to in Sections 6.1(b) and (c) above, supplemental finan-4592   cial information necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from 4593   such financial statements. 4594   Documents required to be delivered (i) pursuant to Section 6.1(a) through Section 6.1(j) may be 4595   delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which 4596     





 







   -101-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   such documents are sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on 4597   IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative 4598   Agent and to which each Lender and the Administrative Agent have access or on which the Borrower has 4599   posted such documents on its own website to which each Lender and the Administrative Agent have ac-4600   cess and notified the Administrative Agent of such posting and (ii) pursuant to Section 6.1(b), (c) and (g) 4601   may be delivered by filing such documents with public availability on the SEC’s Electronic Data Gather-4602   ing and Retrieval System and providing the Administrative Agent and the Lenders with a notice of such 4603   filing.  Notwithstanding anything contained herein, at the reasonable written request of the Administrative 4604   Agent, the Borrower shall thereafter promptly be required to provide paper copies of any documents re-4605   quired to be delivered pursuant to Section 6.1.  Each Lender shall be solely responsible for timely access-4606   ing posted documents or requesting delivery of paper copies of such documents from the Administrative 4607   Agent and maintaining its copies of such documents.  If the delivery of any of the foregoing documents 4608   required under this Section 6.1 shall fall on a day that is not a Business Day, such deliverable shall be due 4609   on the next succeeding Business Day. 4610   The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will 4611   make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf 4612   of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on 4613   IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a 4614   “Public Lender”) may have personnel who do not wish to receive material non-public information with 4615   respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may 4616   be engaged in investment and other market-related activities with respect to such Persons’ securities.  The 4617   Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the 4618   Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materi-4619   als shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word 4620   “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUB-4621   LIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C 4622   Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public infor-4623   mation (although it may be sensitive and proprietary) with respect to the Borrower or its Affiliates or any 4624   of their respective securities for purposes of United States federal and state securities laws (provided, 4625   however, that to the extent such Borrower Materials constitute Information, they shall be treated as set 4626   forth in Section 11.20); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available 4627   through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent 4628   and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as be-4629   ing suitable only for posting on a portion of the Platform not designated “Public Side Information.” 4630   The Borrower acknowledges and agrees that all financial statements furnished pursuant to para-4631   graphs (b), (c) and (j) above are hereby deemed to be Borrower Materials suitable for distribution, and to 4632   be made available, to Public Lenders as contemplated by this Section 6.1 and may be treated by the Ad-4633   ministrative Agent and the Lenders as if the same had been marked “PUBLIC” in accordance with such 4634   paragraph (unless the Borrower otherwise notifies the Administrative Agent in writing on or prior to de-4635   livery thereof). 4636   Section 6.2 Other Events.  The Borrower shall give the Administrative Agent notice of each 4637   of the following (which may be made by telephone if promptly confirmed in writing via electronic mail or 4638   otherwise) promptly after any Responsible Officer of Borrower or any Restricted Subsidiary knows or has 4639   reason to know of it:  (a)(i) any Default and (ii) any event that would have a Material Adverse Effect, 4640   specifying, in each case, the nature and anticipated effect thereof and any action proposed to be taken in 4641   connection therewith, (b) any event (other than any event involving loss or damage to property) reasona-4642   bly expected to result in a mandatory payment of the Obligations pursuant to Section 2.8 (other than Sec-4643   tion 2.8(a) or (e)), stating the material terms and conditions of such transaction and estimating the Net 4644     





 







   -102-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Cash Proceeds thereof, (c) the commencement of, or any material developments in, any action, investiga-4645   tion, suit, proceeding, audit, claim, demand, order or dispute with, by or before any Governmental Au-4646   thority affecting Borrower or any Restricted Subsidiary or any property of Borrower or any Restricted 4647   Subsidiary that (i) seeks injunctive or similar relief, (ii) in the reasonable judgment of the Borrower, ex-4648   poses Borrower or any Restricted Subsidiary to liability in an aggregate amount in excess of $5,000,000 4649   or (iii) if adversely determined would have a Material Adverse Effect and (d) the acquisition of any real 4650   property with a fair market value in excess of $5,000,000 (as reasonably determined by the Borrower). 4651   Section 6.3 Copies of Notices and Reports.  The Borrower shall promptly deliver to the Ad-4652   ministrative Agent copies of each of the following:  (a) subject to confidentiality restrictions all material 4653   reports that the Borrower transmits to its debt security holders generally and (b) all documents that Bor-4654   rower or any Restricted Subsidiary files with the SEC, the National Association of Securities Dealers, 4655   Inc., any securities exchange or any Governmental Authority exercising similar functions. 4656   In addition to the above, the Borrower shall furnish to the Agent by Electronic Transmission, as 4657   soon as practicable, and in any event (a) within ten (10) days after the issuance, filing or receipt thereof, 4658   (i) copies of any order or notice of the FCC, any Governmental Authority or a court of competent juris-4659   diction which designates any Radio Station License or FCC License, or any application therefor, for a 4660   hearing or which refuses renewal or extension of, or revokes or suspends the authority of Borrower or any 4661   of its Subsidiaries to operate a broadcast station or the authority of any broadcast station to which the Bor-4662   rower or any Subsidiaries provides services under a local marketing agreement to operate, (ii) any cita-4663   tion, Notice of Violation or Order to Show Cause issued by the FCC or other Governmental Authority or 4664   any material complaint filed by or with the FCC or other Governmental Authority, or a petition to deny 4665   any application, in each case with respect to the Borrower or any of its Subsidiaries, (iii) a copy of any 4666   notice or application by the Borrower of any of its Subsidiaries requesting authority to cease broadcasting 4667   on any broadcast station for any period in excess of five (5) days and (iv) a copy of each Cumulative 4668   Leakage Report filed by the Borrower or any of their Subsidiaries; and (b) within 30 days of its due date 4669   for filing with the FCC, duplicate copies of each FCC form 323 (or any comparable form which may be 4670   substitute therefor by the FCC) filed with the FCC with respect to each broadcast station owned by Bor-4671   rower or any of its Subsidiaries. 4672   Section 6.4 [Reserved].   4673   Section 6.5 Labor Matters.  The Borrower shall give the Administrative Agent notice of each 4674   of the following (which may be made by telephone if promptly confirmed in writing), promptly after, and 4675   in any event within 30 days after any Responsible Officer of Borrower or any Restricted Subsidiary 4676   knows or has reason to know of it:  (a) the commencement of any material labor dispute to which Bor-4677   rower or any Restricted Subsidiary is or may become a party, including any strikes, lockouts or other dis-4678   putes relating to any of such Person’s plants and other facilities and (b) the incurrence by Borrower or any 4679   Restricted Subsidiary of any Worker Adjustment and Retraining Notification Act or related or similar 4680   liability incurred with respect to the closing of any plant or other facility of any such Person (other than 4681   those that would not, in the aggregate, have a Material Adverse Effect). 4682   Section 6.6 ERISA Matters.  The Borrower shall give the Administrative Agent (a) on or pri-4683   or to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan sponsored, 4684   maintained or contributed to by Borrower or any Restricted Subsidiary, a copy of such notice and (b) 4685   promptly, and in any event within 10 days, after any Responsible Officer of any ERISA Affiliate knows 4686   or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has 4687   been filed with respect to any Title IV Plan sponsored, maintained or contributed to by Borrower or any 4688   Restricted Subsidiary or of the occurrence of an ERISA Event that would reasonably be expected to have 4689   a Material Adverse Effect, a notice (which may be made by telephone if promptly confirmed in writing) 4690     





 







   -103-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   describing such waiver request or ERISA Event and any action that any ERISA Affiliate proposes to take 4691   with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto. 4692   Section 6.7 Environmental Matters. 4693   (a) The Borrower shall provide the Administrative Agent notice of each of the fol-4694   lowing (which may be made by telephone if promptly confirmed by the Administrative Agent in writing) 4695   promptly after any Responsible Officer of Borrower or any Restricted Subsidiary knows or has reason to 4696   know of it (and, upon reasonable request of the Administrative Agent, material documents and infor-4697   mation in connection therewith):  (i)(A) unpermitted Releases, (B) the receipt by Borrower or any Re-4698   stricted Subsidiary of any notice of violation of or potential liability or similar notice under, or the exist-4699   ence of any condition that would reasonably be expected to result in violations of or liabilities under, any 4700   Environmental Law or (C) the commencement of, or any material change to, any written action, investi-4701   gation, suit, proceeding, audit, claim or demand or dispute alleging a violation of or liability pursuant to 4702   any Environmental Law, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C), if 4703   adversely determined), in the aggregate for each such clause, would reasonably be expected to result in a 4704   Material Adverse Effect, (ii) the receipt by Borrower or any Restricted Subsidiary of notification that any 4705   property of Borrower or any Restricted Subsidiary is subject to any Lien in favor of any Governmental 4706   Authority securing, in whole or in part, Environmental Liabilities and (iii) any proposed acquisition or 4707   lease of real property (except as part of any Permitted Acquisition) if such acquisition or lease would rea-4708   sonably be expected to result in a Material Adverse Effect. 4709   (b) Upon request of the Administrative Agent, the Borrower shall provide the Ad-4710   ministrative Agent a report containing an update as to the status of any environmental, health or safety 4711   compliance, hazard or liability issue identified in any document delivered to any Secured Party pursuant 4712   to any Loan Document or as to any condition reasonably expected to result in a Material Adverse Effect. 4713   Section 6.8 Other Information.  The Borrower shall provide the Administrative Agent with 4714   such other documents and information with respect to the business, property, condition (financial or oth-4715   erwise), legal, financial or corporate or similar affairs or operations of Borrower or any Restricted Subsid-4716   iary as the Administrative Agent or such Lender through the Administrative Agent may from time to time 4717   reasonably request. 4718   ARTICLE 7 4719    4720   AFFIRMATIVE COVENANTS 4721   The Borrower (and, to the extent set forth in any other Loan Document, each other Loan 4722   Party) agrees with the Lenders, the L/C Issuers and the Administrative Agent to each of the following, as 4723   long as any Obligation which is accrued and payable (other than amounts due and payable with respect to 4724   Letters of Credit that have been cash collateralized or for which a backstop letter of credit reasonably sat-4725   isfactory to the applicable L/C Issuer is in place or contingent indemnification obligations for claims not 4726   yet asserted) or any Commitment remains outstanding: 4727   Section 7.1 Maintenance of Corporate Existence.  Borrower and each Restricted Subsidiary 4728   shall (a) preserve and maintain its legal existence, except in the consummation of transactions expressly 4729   permitted by Sections 8.4 and 8.7, and (b) preserve and maintain it rights (charter and statutory), privileg-4730   es franchises and Permits necessary or desirable in the conduct of its business, except, in the case of this 4731   clause (b), where the failure to do so would not, in the aggregate, have a Material Adverse Effect. 4732     





 







   -104-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Section 7.2 Compliance with Laws, Etc.  Borrower and each Restricted Subsidiary shall 4733   comply with all applicable Requirements of Law, Contractual Obligations (excluding Contractual Obliga-4734   tions in respect of Indebtedness) and Permits, except for such failures to comply that would not, in the 4735   aggregate, have a Material Adverse Effect. 4736   Section 7.3 Payment of Obligations.  Borrower and each Restricted Subsidiary shall pay or 4737   discharge before they become delinquent, as the case may be, (a) all other lawful claims that if unpaid 4738   would, by the operation of applicable Requirements of Law, become a Lien (other than a Permitted Lien) 4739   upon any property of Borrower or any Restricted Subsidiary, except, in each case, (i) for those whose 4740   amount or validity is being contested in good faith by proper proceedings diligently conducted and for 4741   which adequate reserves are maintained on the books of the appropriate Restricted Subsidiary in accord-4742   ance with GAAP or (ii) where the failure to do so would not reasonably be expected to result in exposure 4743   to the Restricted Subsidiaries in excess of $10,000,000 in the aggregate.  Borrower will pay and dis-4744   charge, and will cause each of the Restricted Subsidiaries to pay and discharge, all material Taxes im-4745   posed upon it (including in its capacity as a withholding agent) or upon its income or profits, or upon any 4746   properties belonging to it, prior to the date on which material penalties attach thereto, and all lawful mate-4747   rial claims in respect of any Taxes imposed, assessed or levied that, if unpaid, could reasonably be ex-4748   pected to become a material Lien upon any properties of Borrower or any of the Restricted Subsidiaries; 4749   provided that neither Borrower nor any of the Restricted Subsidiaries shall be required to pay any such 4750   Tax that is being contested in good faith and by proper proceedings if it has maintained adequate reserves 4751   (in the good faith judgment of management of the Borrower) with respect thereto in accordance with 4752   GAAP and the failure to pay could not, individually or in the aggregate, reasonably be expected to result 4753   in a Material Adverse Effect. 4754   Section 7.4 Maintenance of Property.  Borrower and each Restricted Subsidiary shall main-4755   tain and preserve (a) in good working order and condition all of its property necessary in the conduct of 4756   its business (ordinary wear and tear and casualty and condemnation excepted) and (b) all rights, permits, 4757   licenses, approvals and privileges (including all Permits) necessary, used or useful, whether because of its 4758   ownership, lease, sublease or other operation or occupation of property or other conduct of its business, 4759   and shall make all necessary or appropriate filings with, and give all required notices to, Government Au-4760   thorities, except for such failures to maintain and preserve the items set forth in clauses (a) and (b) above 4761   that would not, in the aggregate, have a Material Adverse Effect. 4762   Section 7.5 Maintenance of Insurance.  Borrower and each Restricted Subsidiary shall (a) 4763   maintain or cause to be maintained in full force and effect all policies of insurance of any kind with re-4764   spect to the property and businesses of the Restricted Subsidiaries (it being understood and agreed that the 4765   Restricted Subsidiaries shall be permitted to self-insure for medical and dental benefits) with insurance 4766   companies or associations (in each case that are not Affiliates of the Borrower) that the Borrower believes 4767   (in the good faith judgment of their management) are financially sound and reputable at the time the rele-4768   vant coverage is placed or renewed, of a nature and providing such coverage as is sufficient and as is cus-4769   tomarily carried by businesses of the size and character of the business of the Restricted Subsidiaries and 4770   (b) cause all such casualty or liability insurance to name the Administrative Agent on behalf of the Se-4771   cured Parties as additional insured or loss payee, as appropriate, and use commercially reasonable efforts 4772   to provide that no cancellation, material addition in amount or material change in coverage shall be effec-4773   tive until after 30 days’ notice (or such shorter time period as maybe agreed to by the Administrative 4774   Agent) thereof to the Administrative Agent (which commercially reasonable efforts shall not require a 4775   change in insurance provider or insurance broker or the payment of any fees, expenses or charges); pro-4776   vided that, to the extent any endorsements required by this clause (b) are not delivered on the Closing 4777   Date, such endorsements shall be delivered within 30 days of the Closing Date (or such longer period as 4778   the Administrative Agent shall agree in its sole discretion).  Notwithstanding anything to the contrary set 4779   forth herein, Federal Flood Insurance shall not be required for real property (x) not located in a Special 4780     





 







   -105-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Flood Hazard Area or (y) located in a Special Flood Hazard Area in a community that does not participate 4781   in the National Flood Insurance Program. 4782   If any portion of any Mortgaged Property is at any time located in an area identified by the Feder-4783   al Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with re-4784   spect to which flood insurance has been made available under the National Flood Insurance Act of 1968 4785   (as now or hereafter in effect or successor act thereto), then the Borrower shall, or shall cause each Loan 4786   Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood in-4787   surance in an amount and otherwise sufficient to comply with all applicable rules and regulations promul-4788   gated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such 4789   compliance in form and substance reasonably acceptable to the Administrative Agent, including, without 4790   limitation, evidence of annual renewals of such insurance.  Notwithstanding anything to the contrary set 4791   forth herein, Federal Flood Insurance shall not be required for real property not located in a Special Flood 4792   Hazard Area. 4793   Section 7.6 Keeping of Books.  The Group Members shall keep proper books of record and 4794   account, in which full, true and correct entries shall be made in accordance with GAAP and all other ap-4795   plicable Requirements of Law of all financial transactions and the assets and business of Borrower and 4796   each Restricted Subsidiary. 4797   Section 7.7 Access to Books and Property.  Borrower and each Restricted Subsidiary shall 4798   permit the Administrative Agent, the Lenders and any Related Person of any of them, as often as reasona-4799   bly requested (but not more than two times during any calendar year unless an Event of Default has oc-4800   curred and is continuing); and provided, however, (a) the Restricted Subsidiary shall not be required to 4801   pay the expenses of more than two such visits and inspections in the aggregate during any calendar year 4802   unless an Event of Default has occurred and is continuing, (b) each Lender shall at all times coordinate 4803   with the Administrative Agent the frequency and timing of any such visits and inspections so as to rea-4804   sonably minimize the burden imposed on the Restricted Subsidiary), at any reasonable time during nor-4805   mal business hours and with reasonable advance notice (except that, during the continuance of an Event 4806   of Default, no such notice shall be required) to (i) visit and inspect the property of Borrower and each Re-4807   stricted Subsidiary and examine and make copies of and abstracts from, the corporate (and similar), fi-4808   nancial, operating and other books and records of Borrower and each Restricted Subsidiary, (ii) discuss 4809   the affairs, finances and accounts of Borrower and each Restricted Subsidiary with any officer or director 4810   of Borrower or any Restricted Subsidiary and (iii) communicate directly with any registered certified pub-4811   lic accountants (including the Restricted Subsidiaries’ Accountants) of any Group Member.  Borrower 4812   and each Restricted Subsidiary shall authorize their respective registered certified public accountants (in-4813   cluding the Group Members’ Accountants) to communicate directly with the Administrative Agent, the 4814   Lenders and their Related Persons and to disclose to the Administrative Agent, the Lenders and their Re-4815   lated Persons all financial statements and other documents and information as they might have and the 4816   Administrative Agent or any Lender reasonably requests with respect to Borrower or any Restricted Sub-4817   sidiary. 4818   Section 7.8 Environmental.  Borrower and each Restricted Subsidiary shall comply with, and 4819   maintain its real property, whether owned, leased, subleased or otherwise operated or occupied, in com-4820   pliance with, all applicable Environmental Laws (including by implementing any Remedial Action neces-4821   sary to achieve such compliance or that is required by orders and directives of any Governmental Authori-4822   ty) except for failures to comply that would not, in the aggregate, have a Material Adverse Effect.  With-4823   out limiting the foregoing, if an Event of Default is continuing or if the Administrative Agent at any time 4824   has a reasonable basis to believe that there exist violations of Environmental Laws by Borrower or any 4825   Restricted Subsidiary or that there exist any Environmental Liabilities, in each case, that would have, in 4826   the aggregate, a Material Adverse Effect, then Borrower and each Restricted Subsidiary shall, promptly 4827     





 







   -106-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   upon receipt of request from the Administrative Agent, cause the performance of, and allow the Adminis-4828   trative Agent and its Related Persons access to such real property for the purpose of conducting, such en-4829   vironmental audits and assessments (which unless an Event of Default is continuing, shall be limited to 4830   such violations of Environmental Laws or Environmental Liabilities), including subsurface sampling of 4831   soil and groundwater, and cause the preparation of such reports, in each case as the Administrative Agent 4832   may reasonably request.  Such audits, assessments and reports, to the extent not conducted by the Admin-4833   istrative Agent or any of its Related Persons, shall be conducted and prepared by reputable environmental 4834   consulting firms reasonably acceptable to the Administrative Agent (such acceptance not to be unreason-4835   ably withheld, conditioned or delayed) and shall be in form and substance reasonably acceptable to the 4836   Administrative Agent. 4837   Section 7.9 Use of Proceeds.   4838   (a) The proceeds of the Initial Term Loan, together with the proceeds from the Sen-4839   ior Notes received on the Closing Date, shall be used on the Closing Date to (i) discharge the principal of 4840   the Existing Senior Unsecured Notes, as well as to pay redemption premium and any accrued and unpaid 4841   interest relevant to the redemption date, (ii) to refinance the Existing Credit Agreement and (iii) pay any 4842   discounts, premiums, fees, expenses and transaction costs in connection with the foregoing the transac-4843   tions contemplated in clauses (i) and (ii). 4844   (b) The proceeds of Revolving Loans made after the Closing Date shall be used by 4845   the Borrower and its Restricted Subsidiaries (and, to the extent distributed to them by the Borrower or by 4846   any of its Restricted Subsidiaries, each other Restricted Subsidiary) solely for working capital and general 4847   corporate and similar purposes, including for capital expenditures, Permitted Acquisitions, restricted 4848   payments, refinancing of indebtedness and any other transaction, in each case not prohibited by this 4849   Agreement. 4850   Section 7.10 Designation of Subsidiaries. 4851   (a) The Borrower may designate any Restricted Subsidiary as an Unrestricted Sub-4852   sidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before 4853   and after giving effect to any such designation or re-designation, (A) no Default or Event of Default shall 4854   be continuing or result therefrom and (B) on a Pro Forma Basis, (1) the Total Leverage Ratio does not 4855   exceed 6.00 to 1.00 as of the last day of the most recently ended fiscal quarter for which financial state-4856   ments have been (or are required to be) delivered pursuant to Section 6.1; provided that notwithstanding 4857   the foregoing, the Borrower may in any event designate one or more Restricted Subsidiaries as Unre-4858   stricted Subsidiaries with an aggregate amount of trailing four-quarter EBITDA, when taken together with 4859   the assets contributed to the Permitted Joint Venture, of $2,500,000 over the life of this Agreement, (ii) in 4860   the case of the designation of a Subsidiary as an Unrestricted Subsidiary, the Subsidiary to be so desig-4861   nated does not (directly, or indirectly through its Subsidiaries) own any Stock or Indebtedness of, or own 4862   or hold any Lien on any property of, the Borrower or any of its Restricted Subsidiaries, and (iii) no Sub-4863   sidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose 4864   of any Subordinated Debt, the Senior Notes, any Indebtedness incurred pursuant to Section 8.1(p) or any 4865   third party Material Debt for borrowed money of the Borrower, as applicable.  The designation of any 4866   Subsidiary as an Unrestricted Subsidiary after the Closing Date in accordance with this Section 7.10 shall 4867   constitute an Investment by the Borrower or the relevant Restricted Subsidiary, as applicable, therein at 4868   the date of designation in an amount equal to the fair market value (as determined in good faith by the 4869   Borrower) of the Investments held by Borrower and/or the applicable Restricted Subsidiaries in such Un-4870   restricted Subsidiary immediately prior to such designation. Upon any such designation of a Subsidiary as 4871   an Unrestricted Subsidiary (but without duplication of any amount reducing such Investment in such Un-4872   restricted Subsidiary pursuant to the definition of “Investment”), the Borrower and/or the applicable Re-4873     





 







   -107-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   stricted Subsidiaries shall receive a credit against the applicable clause in Section 8.3 that was utilized for 4874   the Investment in such Unrestricted Subsidiary for a return on such Investment by the Borrower or such 4875   Restricted Subsidiary in an amount equal to the fair market value (as determined in good faith by the Bor-4876   rower) at the date of such designation of the Borrower’s or Restricted Subsidiary’s (as applicable) In-4877   vestment in such Subsidiary.  The designation of any Unrestricted Subsidiary as a Restricted Subsidiary 4878   in accordance with this Section 7.10 shall constitute the incurrence by such Restricted Subsidiary at the 4879   time of designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary outstanding at 4880   such time. 4881   If at any time, an Unrestricted Subsidiary, directly or indirectly through one of its Subsid-4882   iaries, (i) owns any Stock or Indebtedness of, or owns or holds any Lien on any property of, the Borrower 4883   or any of its Restricted Subsidiaries or (ii) guarantees or grants Liens on any of its assets to secure any 4884   Indebtedness of the Borrower or any Restricted Subsidiary, then the Borrower shall, concurrently there-4885   with, designate (or re-designate) such Unrestricted Subsidiary as a Restricted Subsidiary.  4886   (b) Borrower may designate (or re-designate) any Restricted Subsidiary that is an 4887   Excluded Subsidiary as Guarantor.  Borrower may designate (or re-designate) any Guarantor as an Ex-4888   cluded Subsidiary; provided that (i) Borrower shall not change the designation of any particular Restricted 4889   Subsidiary (whether as an Excluded Subsidiary or Guarantor) more than twice during the term of this 4890   Agreement, (ii) such redesignation shall constitute an Investment by the Borrower or the relevant Re-4891   stricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market 4892   value (as determined in good faith by the Borrower) of the Investments held by the Borrower and/or the 4893   applicable Restricted Subsidiaries in such Guarantor immediately prior to such re-designation and such 4894   Investments shall otherwise be permitted hereunder and (iii) any Investment, Indebtedness or Liens of 4895   such Restricted Subsidiary (after giving effect to such release) shall be deemed to be incurred at the time 4896   of such release by such Guarantor and such incurrence shall otherwise be permitted hereunder. 4897   Section 7.11 Additional Collateral and Guaranties.  To the extent not delivered to the Admin-4898   istrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons 4899   that become Subsidiaries of any Loan Party after the Closing Date), the Borrower and each Restricted 4900   Subsidiary shall, promptly, do each of the following, unless otherwise agreed by the Administrative 4901   Agent: 4902   (a) deliver to the Administrative Agent such modifications to the terms of the Loan 4903   Documents (or, to the extent applicable as determined by the Administrative Agent, such other 4904   documents), in each case in form and substance reasonably satisfactory to the Administrative 4905   Agent and as the Administrative Agent deems necessary or advisable in order to ensure the fol-4906   lowing: 4907    (i) each Subsidiary of any Loan Party (other than any Excluded Subsidiary 4908   or Unrestricted Subsidiary) shall guaranty, as primary obligor and not as surety, the pay-4909   ment of the Obligations of the Borrower; and 4910    (ii) each Loan Party (including any Person required to become a Guarantor 4911   pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the 4912   benefit of the Secured Parties, a valid and enforceable security interest (subject to Permit-4913   ted Liens) in all of its property, including all of its Stock and Stock Equivalents and other 4914   Securities (subject to exceptions as set forth in the applicable Loan Documents), as secu-4915   rity for the Obligations of such Loan Party; 4916     





 







   -108-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no 4917   event shall (x) any Excluded Subsidiary be required to guaranty the payment of any Obligation, 4918   (y) the Loan Parties, individually or collectively, be required to pledge in excess of 65% of the 4919   outstanding Voting Stock of any Subsidiary that is a CFC or CFC Holding Company or (z) a se-4920   curity interest be required to be granted on any property of any Excluded Subsidiary as security 4921   for any Obligation; 4922   (b) deliver to the Administrative Agent all documents representing all Stock, Stock 4923   Equivalents and other Securities pledged pursuant to the documents delivered pursuant to clause 4924   (a) above, together with undated powers or endorsements duly executed in blank; 4925   (c) upon request of the Administrative Agent, deliver to it (x) an appraisal comply-4926   ing with FIRREA (only to the extent required by law or regulation), (y) within forty-five days of 4927   receipt of notice from Agent that real property of the Loan Parties is located in a Special Flood 4928   Hazard Area, Federal Flood Insurance as required by Section 7.5, and (z) a Mortgage on any real 4929   property towers owned by any Loan Party which has a fair market value in excess of $5,000,000 4930   as determined by the Borrower in good faith, together with all Mortgage Supporting Documents 4931   relating thereto (or, if such real property is located in a jurisdiction outside the United States, sim-4932   ilar documents deemed appropriate by the Administrative Agent to obtain the equivalent in such 4933   jurisdiction of a first-priority mortgage on such real property); 4934   (d) to take all other actions necessary or advisable to ensure the validity or continu-4935   ing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, 4936   maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the 4937   same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed 4938   on the Closing Date, including the filing of UCC financing statements in such jurisdictions as 4939   may be required by the Loan Documents or applicable Requirements of Law or as the Adminis-4940   trative Agent may otherwise reasonably request; and 4941   (e) to the extent reasonably requested by the Administrative Agent, deliver to the 4942   Administrative Agent customary legal opinions relating to the matters described in this Sec-4943   tion 7.11, which opinions shall be as reasonably required by, and in form and substance and from 4944   counsel reasonably satisfactory to, the Administrative Agent 4945   If any Guarantor becomes an Immaterial Subsidiary, the Borrower shall have the right, by an exe-4946   cution and delivery of a supplement to the Guaranty to cause such Immaterial Subsidiary to cease to be a 4947   Guarantor, subject to the requirement that such Subsidiary shall be required to become a Guarantor if it 4948   ceases to be an Immaterial Subsidiary (except that if such Subsidiary has been properly designated as an 4949   Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplement to the 4950   Guaranty). 4951   Notwithstanding the foregoing, a Subsidiary may be excluded from becoming a Guarantor in cir-4952   cumstances where the Borrower and the Administrative Agent reasonably agree that the cost of providing 4953   such guarantee is excessive in relation to the value afforded thereby. 4954   Section 7.12 Radio Station Licenses and FCC Licenses.  Borrower and each of its Subsidiaries 4955   shall at all times maintain the Radio Station Licenses and FCC Licenses and all other licenses, Permits, 4956   permissions and other authorizations used or necessary to operate the Radio Stations or Business as oper-4957   ated from time to time by the Borrower and its Subsidiaries except where the failure to do so would not 4958   reasonably be expected to have a Material Adverse Effect. 4959     





 







   -109-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Section 7.13 Credit Rating.  The Borrower shall at all times use its commercially reasonable 4960   efforts to cause to be maintained (a) a public corporate credit rating by S&P and a public corporate family 4961   rating by Moody’s and (b) a public credit rating by each of Moody’s and S&P with respect to the Facili-4962   ties. 4963   Section 7.14 License Subsidiaries.  Except as set forth on Schedule 7.14, all Radio Station Li-4964   censes and FCC Licenses shall be held at all times by one or more License Subsidiaries (and any License 4965   Subsidiary may hold more than one Radio Station License or FCC License).  The Borrower shall cause 4966   each License Subsidiary to (a) observe all customary corporate, company or partnership formalities re-4967   garding its legal existence, (b) not commingle its properties with those of its Affiliates or any other Per-4968   son other than License Subsidiaries, (c) not make loans to any Person, (d) engage only in the business of 4969   holding Radio Station Licenses or FCC Licenses and the rights and activities related thereto, (e) not have 4970   any Indebtedness, guarantees or other liabilities except for those expressly permitted herein, (f) not create, 4971   incur, assume or suffer to exist any Liens upon any of its Radio Station Licenses or FCC Licenses, prop-4972   erty, assets, income or profits, whether now owned or hereafter acquired, except as expressly permitted 4973   herein, and (g) otherwise be operated in such a manner that the separate legal existence of such License 4974   Subsidiary will not be disregarded in any insolvency or other legal proceeding. 4975   ARTICLE 8 4976    4977   NEGATIVE COVENANTS 4978   The Borrower and each Restricted Subsidiary agrees with the Lenders, the L/C Issuers and the 4979   Administrative Agent to each of the following, as long as any Obligation which is accrued and payable 4980   (other than amounts due and payable with respect to Letters of Credit that have been cash collateralized or 4981   for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place or con-4982   tingent indemnification obligations for claims not yet asserted) or any Commitment remains outstanding: 4983   Section 8.1 Indebtedness.  The Borrower will not, and will not permit any of its Restricted 4984   Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness) except for the following: 4985   (a) the Obligations; 4986   (b) Indebtedness existing on the date hereof and set forth on Schedule 8.1, together 4987   with any Permitted Refinancing in respect thereof; 4988   (c) the incurrence of Guaranty Obligations by the Borrower or any of its Restricted 4989   Subsidiaries of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary so 4990   long as the Incurrence of such Indebtedness or other obligations is not prohibited by the terms of 4991   this Agreement; 4992   (d) Indebtedness of the Borrower owing to and held by any Restricted Subsidiary or 4993   Indebtedness of a Restricted Subsidiary owing to and held by the Borrower or any Restricted 4994   Subsidiary; provided that (x) any Indebtedness advanced by any Restricted Subsidiary that is not 4995   a Loan Party to any Loan Party shall be subordinated in right of payment to the Loans and on 4996   terms which prohibit the repayment thereof after the acceleration of the Loans or bankruptcy of 4997   such Loan Party and (y) any Indebtedness advanced by any Loan Party to any Restricted Subsidi-4998   ary that is not a Loan Party shall otherwise be permitted by Section 8.3; provided, further, that: 4999     





 







   -110-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (1) any subsequent issuance or transfer of Stock or any other event which re-5000   sults in any such Indebtedness being beneficially held by a Person other than the Borrow-5001   er or a Restricted Subsidiary; and 5002   (2) any sale or other transfer of any such Indebtedness to a Person other than 5003   the Borrower or a Restricted Subsidiary, 5004   shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Borrower 5005   or such Restricted Subsidiary, as the case may be; 5006   (e) Indebtedness represented by the Senior Notes, including any guarantee thereof in 5007   aggregate principal amount not to exceed $300,000,000, together with any Permitted Refinancing 5008   with respect thereto; 5009   (f) Indebtedness represented by Management Advances; 5010   (g) Indebtedness of (x) the Borrower or any of its Restricted Subsidiaries Incurred or 5011   issued to finance a Permitted Acquisition or (y) Persons that are acquired by the Borrower or any 5012   of its Restricted Subsidiaries or merged into or consolidated with the Borrower or a Restricted 5013   Subsidiary in accordance with the terms of this Agreement, including any Indebtedness Incurred 5014   in connection with a Permitted Refinancing with respect thereto; provided that such Indebtedness 5015   is in an aggregate amount not to exceed (i) $20.0 million at any time outstanding plus (ii) unlim-5016   ited additional Indebtedness (including any Acquired Indebtedness) if after giving effect to such 5017   acquisition, merger or consolidation, the Total Leverage Ratio of the Borrower and the Restricted 5018   Subsidiaries on a Pro Forma Basis would not be greater than 6.00 to 1.00; 5019   (h) Hedging Agreements (excluding Hedging Agreements entered into for specula-5020   tive purposes); 5021   (i) Indebtedness (i) represented by Capitalized Lease Obligations or Purchase Mon-5022   ey Obligations in an aggregate outstanding principal amount which, when taken together with the 5023   principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, 5024   does not exceed the greater of (a) $20.0 million and (b) 2.25% of Total Assets at the time of In-5025   currence and any Permitted Refinancing with respect thereof; and (ii) arising out of Sale and 5026   Leaseback Transactions in the aggregate principal amount at any one time outstanding not to ex-5027   ceed the greater of (x) $10.0 million and (y) 1.0% of Total Assets; 5028   (j) Indebtedness in respect of (i) workers’ compensation claims, self-insurance obli-5029   gations, performance, indemnity, surety, judgment, appeal, advance payment, customs, value 5030   added or other tax or other guarantees or other similar bonds, instruments or obligations and 5031   completion guarantees and warranties provided by the Borrower or a Restricted Subsidiary or re-5032   lating to liabilities, obligations or guarantees Incurred in the ordinary course of business or con-5033   sistent with past practice; (ii) the honoring by a bank or other financial institution of a check, draft 5034   or similar instrument drawn against insufficient funds in the ordinary course of business or con-5035   sistent with past practices; provided, however, that such Indebtedness is extinguished within five 5036   Business Days of Incurrence; (iii) customer deposits and advance payments received in the ordi-5037   nary course of business or consistent with past practices from customers for goods or services 5038   purchased in the ordinary course of business or consistent with past practices; (iv) letters of cred-5039   it, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating 5040   to liabilities or obligations Incurred in the ordinary course of business or consistent with past 5041   practice; and (v) any customary treasury, depositary, cash management, automatic clearinghouse 5042     





 







   -111-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   arrangements, overdraft protections, cash pooling or netting or setting off arrangements or similar 5043   arrangements in the ordinary course of business or consistent with past practice; 5044   (k) Indebtedness arising from agreements providing for guarantees, indemnification, 5045   obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar 5046   obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of 5047   any business or assets or Person or any Stock of a Subsidiary (other than guarantees of Indebted-5048   ness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary 5049   for the purpose of financing such acquisition or disposition); provided that the maximum liability 5050   of the Borrower and its Restricted Subsidiaries in respect of all such Indebtedness in connection 5051   with a disposition shall at no time exceed the gross proceeds, including the fair market value of 5052   non-cash proceeds (measured at the time received and without giving effect to any subsequent 5053   changes in value), actually received by the Borrower and its Restricted Subsidiaries in connection 5054   with such disposition; 5055   (l) Indebtedness consisting of promissory notes issued by the Borrower or any of its 5056   Subsidiaries to any current or former employee, director or consultant of the Borrower, any of its 5057   Subsidiaries or Parent Entity (or permitted transferees, assigns, estates, or heirs of such employee, 5058   director or consultant), to finance the purchase or redemption of Stock of the Borrower or any 5059   company that is permitted by Section 8.5; 5060   (m) Indebtedness of the Borrower or any of its Restricted Subsidiaries consisting of 5061   (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply ar-5062   rangements, in each case Incurred in the ordinary course of business or consistent with past prac-5063   tice;  5064   (n) Indebtedness in an aggregate outstanding principal amount which, when taken 5065   together with any Permitted Refinancing with respect thereto and the principal amount of all other 5066   Indebtedness Incurred pursuant to this clause and then outstanding, will not exceed the greater of 5067   $30.0 million and (b) 3.25% of Total Assets; 5068   (o) Credit Agreement Refinancing Indebtedness;  5069   (p) secured or unsecured notes and/or loans (and/or commitments in respect thereof) 5070   issued or incurred by the Borrower in lieu of Incremental Facilities (such notes or loans, “Incre-5071   mental Equivalent Debt”); provided that (i) the aggregate outstanding principal amount (or com-5072   mitted amount, if applicable) of all Incremental Equivalent Debt, together with the aggregate out-5073   standing principal amount (or committed amount, if applicable) of all Incremental Loans and In-5074   cremental Commitments provided pursuant to Section 2.19, shall not exceed the Incremental Cap, 5075   (ii) the final maturity date with respect to any Incremental Equivalent Debt shall be no earlier 5076   than the Latest Maturity Date, (iii) the Weighted Average Life to Maturity of any Incremental 5077   Equivalent Debt shall be no shorter than the remaining Weighted Average Life to Maturity of the 5078   then-existing Term Loans, (iv) any such notes and/or loans that are secured shall be secured only 5079   by the Collateral and on a pari passu or junior basis with the Secured Obligations, (v) any such 5080   Indebtedness that ranks pari passu in right of security or is subordinated in right of payment or 5081   security shall be subject to customary intercreditor arrangements reasonably satisfactory to the 5082   Administrative Agent, (vi) such Incremental Equivalent Debt shall not be guaranteed by any Per-5083   son that is not a Loan Party and (vii) the other terms and conditions of such Incremental Equiva-5084   lent Debt (excluding rate floors, pricing, discounts, fees and optional prepayment or redemption 5085   terms) shall not be materially less favorable (when taken as a whole) to the Borrower than the 5086   terms and conditions set forth herein (when taken as whole), unless (A) the Lenders under the Fa-5087     





 







   -112-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   cilities also receive the benefit of such more restrictive terms (it being understood to the extent 5088   that any covenant is added for the benefit of any new Incremental Equivalent Debt, no consent 5089   shall be required from the Administrative Agent or any Lender to the extent that such covenant is 5090   also added for the benefit of the Facilities), (B) any such provisions apply solely after the Latest 5091   Maturity Date then in effect or (C) such terms shall be reasonably satisfactory to the Administra-5092   tive Agent and the Borrower; provided, further, that any Incremental Equivalent Debt that is pari 5093   passu with the Credit Facility in right of payment and security shall be in the form of notes and 5094   not loans; and 5095   (q) unsecured Indebtedness of the Borrower or any of its Restricted Subsidiaries, so 5096   long as after giving effect to any such Incurrence the Total Leverage Ratio of the Borrower and 5097   its Restricted Subsidiaries (calculated on a Pro Forma Basis) as of the end of the most recent Fis-5098   cal Quarter for which financial statements have been required to be delivered pursuant to Section 5099   6.1(b) or Section 6.1(c) is not greater than 6.00:1.00; provided, that, in the case of any Indebted-5100   ness incurred pursuant to this clause (q), (w) such Indebtedness shall not mature prior the Latest 5101   Maturity Date then in effect, (x) such Indebtedness shall not have a weighted average life to ma-5102   turity at the time such Indebtedness is Incurred that is shorter than the weighted average life to 5103   maturity of any Term Loans then outstanding, (y) such Indebtedness shall not be incurred or 5104   guaranteed by any Subsidiary of the Borrower that is not also a Guarantor of the Term Loan and 5105   (z) the other terms and conditions of such Indebtedness (excluding rate floors, pricing, discounts, 5106   fees and optional prepayment or redemption terms) shall not be materially less favorable (when 5107   taken as a whole) to the Borrower than the terms and conditions set forth herein (when taken as 5108   whole) unless (A) the Lenders under the Facilities also receive the benefit of such more restrictive 5109   terms (it being understood to the extent that any covenant is added for the benefit of any new “ra-5110   tio” debt, no consent shall be required from the Administrative Agent or any Lender to the extent 5111   that such covenant is also added for the benefit of the Facilities), (B) any such provisions apply 5112   solely after the Latest Maturity Date then in effect or (C) such terms shall be reasonably satisfac-5113   tory to the Administrative Agent and the Borrower; provided, further, that any Indebtedness in-5114   curred by Restricted Subsidiaries that are not a Loan Party pursuant to this Section 8.1(q) shall 5115   not exceed $30,000,000 in the aggregate at any time outstanding. 5116   For purposes of determining compliance with this Section 8.1, (i) in the event that all or any por-5117   tion of any item of Indebtedness meets the criteria of more than one of the categories of Indebtedness de-5118   scribed in clauses (a) through (q) above, the Borrower shall, in its sole discretion, classify and may from 5119   time to time reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion 5120   thereof) and will only be required to include the amount and type of such Indebtedness in one or more of 5121   the above clauses; provided that all Indebtedness outstanding under the Loan Documents will be deemed 5122   to have been incurred in reliance only on the exception in clause (a) of this Section 8.1; (ii) additionally, 5123   all or any portion of any item of Indebtedness may later be classified as having been Incurred pursuant to 5124   any type of Indebtedness described in this Section 8.1 so long as such Indebtedness is permitted to be In-5125   curred pursuant to such provision at the time of reclassification; (iii) all Indebtedness outstanding on the 5126   Closing Date under the Senior Notes shall be deemed to be initially incurred on the Closing Date under 5127   clause (e) of this Section 8.1; (iv) in the case of any refinancing of any Indebtedness, such Indebtedness 5128   shall not include the aggregate amount of fees, underwriting discounts, premiums and other costs and ex-5129   penses Incurred in connection with such refinancing; (v) guarantees of, or obligations in respect of letters 5130   of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness 5131   that is otherwise included in the determination of a particular amount of Indebtedness shall not be includ-5132   ed; (vi) if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are 5133   Incurred pursuant to any Facility and are being treated as Incurred pursuant to clause (i) of this Section 5134   8.1 and the letters of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness, 5135   then such other Indebtedness shall not be included; (vii) the principal amount of any Disqualified Stock of 5136     





 







   -113-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   the Borrower or any of its Restricted Subsidiaries, or Preferred Stock of a Restricted Subsidiary, will be 5137   equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either 5138   case, any redemption or repurchase premium) or the liquidation preference thereof; (viii) Indebtedness 5139   permitted by this Section 8.1 need not be permitted solely by reference to one provision permitting such 5140   Indebtedness but may be permitted in part by one such provision and in part by one or more other provi-5141   sions of this covenant permitting such Indebtedness; and (ix) the amount of any Indebtedness outstanding 5142   as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original 5143   issue discount and (b) the principal amount of the Indebtedness, or liquidation preference thereof, in the 5144   case of any other Indebtedness. 5145   Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amorti-5146   zation of original issue discount, the payment of interest in the form of additional Indebtedness, the pay-5147   ment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassi-5148   fication of commitments or obligations not treated as Indebtedness due to a change in GAAP, will not be 5149   deemed to be an Incurrence of Indebtedness for purposes of this Section 8.1. 5150   If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of 5151   such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary of the Borrower as of such 5152   date.).  5153   For purposes of determining compliance with any U.S. dollar-denominated restriction on the in-5154   currence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a 5155   foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date 5156   such Indebtedness was Incurred, in the case of term debt, or first committed, in the case of revolving cred-5157   it debt; provided, that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a 5158   foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to 5159   be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, 5160   such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the princi-5161   pal amount of such refinancing Indebtedness does not exceed (a) the principal amount of such Indebted-5162   ness being refinanced plus (b) the aggregate amount of fees, underwriting discounts, premiums (including 5163   tender premiums) and other costs and expenses (including original issue discount, upfront fees or similar 5164   fees) incurred in connection with such refinancing. 5165   Notwithstanding any other provision of this Section 8.1, the maximum amount of Indebtedness 5166   that the Borrower or a Subsidiary may Incur pursuant to this covenant shall not be deemed to be exceeded 5167   solely as a result of fluctuations in the exchange rate of currencies.  The principal amount of any Indebt-5168   edness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness 5169   being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in 5170   which such refinancing indebtedness is denominated that is in effect on the date of such refinancing. 5171   Section 8.2 Liens.  The Borrower will not, and will not permit any Restricted Subsidiary to, 5172   directly or indirectly, create, Incur or permit to exist any Lien that secures obligations under any Indebt-5173   edness or any related guarantee, on any asset or property of the Borrower or any Restricted Subsidiary, 5174   except for the following: 5175   (a) Liens created pursuant to any Loan Document; 5176   (b) Liens existing on the date hereof and set forth on Schedule 8.2; 5177     





 







   -114-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (c) Liens on assets or property of a Restricted Subsidiary that is not a Guarantor and 5178   that does not constitute Collateral securing Indebtedness of any Restricted Subsidiary that is not a 5179   Guarantor permitted under Section 8.1;  5180   (d) pledges, deposits or Liens under workmen’s compensation laws, payroll taxes, 5181   unemployment insurance laws, social security laws or similar legislation, or insurance related ob-5182   ligations (including pledges or deposits securing liability to insurance carriers under insurance or 5183   self-insurance arrangements), or in connection with bids, tenders, completion guarantees, con-5184   tracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory 5185   obligations, or to secure surety, indemnity, judgment, appeal or performance bonds, guarantees of 5186   government contracts (or other similar bonds, instruments or obligations), or as security for con-5187   tested taxes or import or customs duties or for the payment of rent, or other obligations of like na-5188   ture, in each case Incurred in the ordinary course of business;  5189   (e) Liens imposed by law, including carriers’, warehousemen’s, mechanics’, land-5190   lords’, materialmen’s, repairmen’s, construction contractors’ or other like Liens, in each case for 5191   sums not yet overdue for a period of more than 60 days or that are bonded or being contested in 5192   good faith by appropriate proceedings and in the case of Collateral, such proceedings have the ef-5193   fect of preventing forfeiture or sale of the property or assets subject to such Lien;  5194   (f) Liens for Taxes which are not overdue for a period of more than 60 days or 5195   which are being contested in good faith by appropriate proceedings; provided that appropriate re-5196   serves required pursuant to GAAP have been made in respect thereof and in the case of Collat-5197   eral, such proceedings have the effect of preventing forfeiture or sale of the property or assets 5198   subject to such Lien; 5199   (g) encumbrances, ground leases, easements (including reciprocal easement agree-5200   ments), survey exceptions, or reservations of, or rights of others for, licenses, rights of way, sew-5201   ers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building 5202   codes or other restrictions (including minor defects or irregularities in title and similar encum-5203   brances) as to the use of real properties or Liens incidental to the conduct of the business of the 5204   Borrower and its Restricted Subsidiaries or to the ownership of their properties which do not in 5205   the aggregate materially adversely affect the value of said properties or materially impair their use 5206   in the operation of the business of the Borrower and its Restricted Subsidiaries; 5207   (h) Liens (a) on assets or property of the Borrower or any Restricted Subsidiary se-5208   curing Hedging Agreements or cash management services permitted under this Agreement; (b) 5209   that are contractual rights of set-off or, in the case of clause (i) or (ii) below, other bankers’ Liens 5210   (i) relating to treasury, depository and cash management services or any automated clearing house 5211   transfers of funds in the ordinary course of business and not given in connection with the issuance 5212   of Indebtedness or (ii) relating to pooled deposit or sweep accounts to permit satisfaction of over-5213   draft or similar obligations incurred in the ordinary course of business of the Borrower or any Re-5214   stricted Subsidiary or (iii) relating to purchase orders and other agreements entered into with cus-5215   tomers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (c) on 5216   cash accounts securing Indebtedness incurred under Section 8.1(j)(iii) with financial institutions; 5217   (d) encumbering reasonable customary initial deposits and margin deposits and similar Liens at-5218   taching to commodity trading accounts or other brokerage accounts incurred in the ordinary 5219   course of business, consistent with past practice and not for speculative purposes; and/or (e) (i) of 5220   a collection bank arising under Section 4-210 of the UCC on items in the course of collection and 5221   (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including 5222   the right of set-off) arising in the ordinary course of business in connection with the maintenance 5223     





 







   -115-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   of such accounts and (iii) arising under customary general terms of the account bank in relation to 5224   any bank account maintained with such bank and attaching only to such account and the products 5225   and proceeds thereof, which Liens, in any event, do not to secure any Indebtedness; 5226   (i) leases, licenses, subleases and sublicenses of assets (including real property and 5227   intellectual property licenses), in each case entered into in the ordinary course of business so long 5228   as such leases are subordinate in all respects to the Liens granted and evidenced by the Loan 5229   Documents and do not individually or in the aggregate, interfere in any material respect with the 5230   ordinary conduct of the business of the Company or any Subsidiary and materially impair the use 5231   or value of the property; 5232   (j) Liens arising out of judgments, decrees, orders or awards not giving rise to an 5233   Event of Default so long as (a) any appropriate legal proceedings which may have been duly ini-5234   tiated for the review of such judgment, decree, order or award have not been finally terminated, 5235   (b) or the period within which such proceedings may be initiated has not expired or (c) no more 5236   than 60 days have passed after (i) such judgment, decree, order or award has become final or 5237   (ii) such period within which such proceedings may be initiated has expired; 5238   (k) Liens (i) on assets or property of the Borrower or any Restricted Subsidiary for 5239   the purpose of securing Capitalized Lease Obligations or Purchase Money Obligations, or secur-5240   ing the payment of all or a part of the purchase price of, or securing other Indebtedness Incurred 5241   to finance or refinance the acquisition, improvement or construction of, assets or property ac-5242   quired or constructed in the ordinary course of business; provided that (a) the aggregate principal 5243   amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under this 5244   Agreement and (b) any such Lien may not extend to any assets or property of the Borrower or any 5245   Restricted Subsidiary other than assets or property acquired, improved, constructed or leased with 5246   the proceeds of such Indebtedness and any improvements or accessions to such assets and proper-5247   ty and (ii) on any interest or title of a lessor under any Capitalized Lease Obligation or operating 5248   lease; 5249   (l) Liens perfected or evidenced by UCC financing statement filings (or similar fil-5250   ings in other applicable jurisdictions) regarding operating leases entered into by the Borrower and 5251   its Restricted Subsidiaries in the ordinary course of business; 5252   (m) Liens on property, other assets or shares of stock of a Person (other than any Li-5253   cense Subsidiary) at the time such Person becomes a Restricted Subsidiary (or at the time the 5254   Borrower or a Restricted Subsidiary acquires such property, other assets or shares of stock, in-5255   cluding any acquisition by means of a merger, amalgamation, consolidation or other business 5256   combination transaction with or into the Borrower or any Restricted Subsidiary); provided, how-5257   ever, that such Liens are not created, Incurred or assumed in anticipation of or in connection with 5258   such other Person becoming a Restricted Subsidiary (or such acquisition of such property, other 5259   assets or stock); provided, further, that such Liens are limited to all or part of the same property, 5260   other assets or stock (plus improvements, accession, proceeds or dividends or distributions in 5261   connection with the original property, other assets or stock) that secured (or, under the written ar-5262   rangements under which such Liens arose, could secure) the obligations to which such Liens re-5263   late; 5264   (n) Liens (i) in favor of the Borrower or a Restricted Subsidiary on assets of a Re-5265   stricted Subsidiary that is not a Loan Party securing permitted intercompany Indebtedness and (ii) 5266   in favor of the Borrower or any Guarantor;  5267     





 







   -116-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (o) Liens securing Indebtedness Incurred in connection with a Permitted Refinancing 5268   to refinance Indebtedness that was previously so secured, and permitted to be secured under this 5269   Section 8.2; provided that any such Lien is limited to all or part of the same property or assets 5270   (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that se-5271   cured (or, under the written arrangements under which the original Lien arose, could secure) the 5272   Indebtedness being refinanced or is in respect of property that is or could be the security for or 5273   subject to a Lien otherwise permitted under this Section 8.2; 5274   (p)  (a) mortgages, liens, security interests, restrictions, encumbrances or any other 5275   matters of record that have been placed by any government, statutory or regulatory authority, de-5276   veloper, landlord or other third party on property over which the Borrower or any Restricted Sub-5277   sidiary of the Borrower has easement rights or on any leased property and subordination or simi-5278   lar arrangements relating thereto and (b) any condemnation or eminent domain proceedings af-5279   fecting any real property; 5280   (q) any encumbrance or restriction (including put and call arrangements) with re-5281   spect to Stock of any joint venture or similar arrangement pursuant to any joint venture or similar 5282   agreement; 5283   (r) Liens on property or assets that does not constitute Collateral under construction 5284   (and related rights) in favor of a contractor or developer or arising from progress or partial pay-5285   ments by a third party relating to such property or assets; 5286   (s) Liens arising out of conditional sale, title retention, hire purchase, consignment 5287   or similar arrangements for the sale of goods entered into in the ordinary course of business;  5288   (t) Liens on Stock or other securities or assets of any Unrestricted Subsidiary that 5289   secure Indebtedness of such Unrestricted Subsidiary;  5290   (u) [reserved]; 5291   (v) Liens on equipment of the Borrower or any Restricted Subsidiary that does not 5292   constitute Collateral and located on the premises of any client or supplier in the ordinary course 5293   of business;  5294   (w) Liens on assets or securities deemed to arise in connection with and solely as a 5295   result of the execution, delivery or performance of contracts to sell such assets or securities if 5296   such sale is otherwise permitted by this Agreement; 5297   (x) Liens arising by operation of law or contract on insurance policies and the pro-5298   ceeds thereof to secure premiums thereunder, and Liens, pledges and deposits in the ordinary 5299   course of business securing liability for premiums or reimbursement or indemnification obliga-5300   tions of (including obligations in respect of letters of credit or bank guarantees for the benefits of) 5301   insurance carriers; 5302   (y) Liens solely on any cash earnest money deposits made in connection with any 5303   letter of intent or purchase agreement permitted under this Agreement;  5304   (z) [reserved]; 5305     





 







   -117-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (aa) Liens (i) on cash advances in favor of the seller of any property to be acquired in 5306   an Investment permitted pursuant to Section 8.3 to be applied against the purchase price for such 5307   Investment, and (ii) consisting of an agreement to sell any property in an asset sale permitted un-5308   der Section 8.4, in each case, solely to the extent such Investment or asset sale, as the case may 5309   be, would have been permitted on the date of the creation of such Lien; 5310   (bb) Liens or any encumbrance or restriction pursuant to applicable law, rule, regula-5311   tion or order; 5312   (cc) Liens or any encumbrance or restriction pursuant to an agreement or instrument 5313   of a Person or relating to any Stock or Indebtedness of a Person, entered into on or before the date 5314   on which such Person was acquired by or merged, amalgamated, consolidated or otherwise com-5315   bined with or into the Borrower or any Restricted Subsidiary or on which such agreement or in-5316   strument is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisi-5317   tion of assets (other than Stock or Indebtedness Incurred as consideration in, or to provide all or 5318   any portion of the funds utilized to consummate, the transaction or series of related transactions 5319   pursuant to which such Person became a Restricted Subsidiary or was acquired by the Borrower 5320   or was merged, amalgamated, consolidated or otherwise combined with or into the Borrower or 5321   any Restricted Subsidiary or entered into in contemplation of or in connection with such transac-5322   tion) and outstanding on such date; 5323   (dd) leasehold mortgages Incurred by tenants party to leases or sub-leases permitted 5324   under Section 8.4(y) so long as the applicable sub-tenant agrees to subordinate their interest in the 5325   applicable lease or sub-lease to the lenders under the Lease Servicing Agreement referenced in 5326   Section 8.4(y);  5327   (ee) Liens on the Collateral securing obligations in respect of Credit Agreement Refi-5328   nancing Indebtedness constituting Permitted First Priority Refinancing Debt or Permitted Junior 5329   Priority Refinancing Debt (and any Permitted Refinancing of any of the foregoing); provided that 5330   any such Liens securing any Permitted Refinancing in respect of such Permitted First Priority Re-5331   financing Debt or Permitted Junior Priority Refinancing Debt are subject to a customary inter-5332   creditor agreement in favor of, and reasonably satisfactory to, the Administrative Agent; 5333   (ff) Liens securing Indebtedness and other obligations in an aggregate principal 5334   amount not to exceed $30.0 million at any one time outstanding; 5335   (gg) Liens arising in connection with any Intercompany License Agreements; and 5336   (hh) Liens on Collateral securing Indebtedness Incurred pursuant to Section 8.01(p).  5337   For purposes of this Section 8.2, the term Indebtedness shall be deemed to include interest on 5338   such Indebtedness including interest which increases the principal amount of such Indebtedness.  In the 5339   event that a Lien meets the criteria of more than one of the types of Liens (at the time of incurrence or at a 5340   later date), the Borrower in its sole discretion may divide, classify or from time to time reclassify all or 5341   any portion of such Lien in any manner that complies with this covenant and such Lien shall be treated as 5342   having been made pursuant only to the clause or clauses of the definition of Lien to which such Lien has 5343   been classified or reclassified; provided however, that the foregoing shall not apply to clause (a) of this 5344   Section 8.2.   5345   Section 8.3 Investments.  The Borrower will not, and will not permit any of its Restricted 5346   Subsidiaries to make or maintain, directly or indirectly, any Investment except for the following: 5347     





 







   -118-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (a) Investments existing on the date hereof and set forth on Schedule 8.3, and includ-5348   ing any modification, replacement, renewal or extension thereof; provided that the amount of any 5349   such Investment may not be increased except (i) as required by the terms of such Investment as in 5350   existence on the date hereof or (ii) as otherwise permitted by this Agreement; 5351   (b) (i) Investments in a Restricted Subsidiary (including the Stock of a Restricted 5352   Subsidiary) or the Borrower and (ii) Permitted Acquisitions, provided that the aggregate amount 5353   of Investments in, together with Permitted Acquisitions of, Restricted Subsidiaries that are not 5354   Loan Parties made under this Section 8.3(b) shall not exceed 10.0% of Consolidated Total Assets 5355   at the time of such Investment; 5356   (c) other Investments in an aggregate amount outstanding pursuant to this clause (c) 5357   at any time not to exceed the portion, if any, of the Available Amount on the date of such Invest-5358   ment that the Borrower elects to apply to this clause (c), such election to be specified in a written 5359   notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of 5360   Available Amount immediately prior to such election and the amount thereof elected to be so ap-5361   plied; provided that (A) the Total Net Leverage Ratio of the Borrower and its Subsidiaries deter-5362   mined on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter for which 5363   financial statements were required to have been delivered pursuant to Section 6.1(b) or (c), as ap-5364   plicable, as if such Investment had been made on the last day of such Fiscal Quarter, is equal to or 5365   less than 5.40:1.00 and (B) no Default or Event of Default has occurred and is continuing (or 5366   would result therefrom); 5367   (d) Investments in another Person if such Person is engaged in any business similar 5368   to the Business and as a result of such Investment such other Person is merged, amalgamated, 5369   consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its 5370   assets to, the Borrower or a Restricted Subsidiary; 5371   (e) Investments in cash, Cash Equivalents or Investment Grade Securities; 5372   (f) Investments in receivables owing to the Borrower or any Restricted Subsidiary 5373   created or acquired in the ordinary course of business or consistent with past practices; 5374   (g) Investments in payroll, travel and similar advances to cover matters that are ex-5375   pected at the time of such advances ultimately to be treated as expenses for accounting purposes 5376   and that are made in the ordinary course of business or consistent with past practices; 5377   (h) Management Advances; 5378   (i) Investments received in settlement of debts created in the ordinary course or con-5379   sistent with past practices of business and owing to the Borrower or any Restricted Subsidiary or 5380   in exchange for any other Investment or accounts receivable held by the Borrower or any such 5381   Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in 5382   satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement includ-5383   ing upon the bankruptcy or insolvency of a debtor or otherwise with respect to any secured In-5384   vestment or other transfer of title with respect to any secured Investment in default; 5385   (j) Investments made as a result of the receipt of non-cash consideration from a sale 5386   or other disposition of property or assets; 5387     





 







   -119-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (k) Hedging Agreements, which transactions or obligations are Incurred in compli-5388   ance with Section 8.1; 5389   (l) pledges or deposits with respect to leases or utilities provided to third parties in 5390   the ordinary course of business or Liens permitted under Section 8.2; 5391   (m) any Investment to the extent made using Stock of Borrower (other than Disquali-5392   fied Stock) or stock of any parent entity as consideration; 5393   (n) [reserved];  5394   (o) Investments consisting of purchases and acquisitions of inventory, supplies, ma-5395   terials and equipment or licenses or leases of intellectual property, in any case, in the ordinary 5396   course of business and in accordance with this Agreement; 5397   (p)  (i) Guaranty Obligations not prohibited by Section 8.1 and (other than with re-5398   spect to Indebtedness) guarantees, keepwells and similar arrangements in the ordinary course of 5399   business, and (ii) performance guarantees with respect to obligations that are permitted by this 5400   Agreement; 5401   (q) Investments consisting of earnest money deposits required in connection with a 5402   purchase agreement, or letter of intent, or other acquisitions to the extent not otherwise prohibited 5403   by this Agreement; 5404   (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of an 5405   entity merged or amalgamated into the Borrower or merged or amalgamated into or consolidated 5406   with a Subsidiary after the Closing Date to the extent that such Investments were not made in 5407   contemplation of or in connection with such acquisition, merger, amalgamation or consolidation 5408   and were in existence on the date of such acquisition, merger, amalgamation or consolidation; 5409   (s) Investments consisting of licensing or contribution of intellectual property pursu-5410   ant to joint marketing arrangements with other Persons; 5411   (t) contributions to a “rabbi” trust for the benefit of employees or other grantor trust 5412   subject to claims of creditors in the case of a bankruptcy of the Borrower; 5413   (u) Investments in joint ventures and similar entities and Unrestricted Subsidiaries 5414   having an aggregate fair market value, when taken together with all other Investments made pur-5415   suant to this clause that are at the time outstanding, not to exceed the greater of $30.0 million and 5416   3.25% of Total Assets at the time of such Investment (with the fair market value of each Invest-5417   ment being measured at the time made and without giving effect to subsequent changes in value); 5418   provided that the terms of any shareholder agreement or similar arrangements (including joint 5419   venture agreements) relating to any such joint venture invested in pursuant to this clause (u) shall 5420   not prohibit the pledge of Stock and Stock Equivalents of such joint venture to the Administrative 5421   Agent, for the benefit of the Secured Parties, and any such Stock and Stock Equivalents shall be 5422   delivered to the Administrative Agent in accordance with Section 7.11;  5423   (v) additional Investments having an aggregate fair market value, taken together with 5424   all other Investments made pursuant to this clause (v) that are at that time outstanding, not to ex-5425   ceed the greater of $30.0 million and 3.25% of Total Assets (with the fair market value of each 5426   Investment being measured at the time made and without giving effect to subsequent changes in 5427     





 







   -120-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   value) plus the amount of any distributions, dividends, payments or other returns in respect of 5428   such Investments; 5429   (w) Investments in connection with the Transaction;  5430   (x) the Permitted Joint Venture; and 5431   (y) other Investments so long as (x) no Default or Event of Default has occurred and 5432   is continuing (or would result therefrom) and (y) the Total Net Leverage Ratio, calculated on a 5433   Pro Forma Basis after giving effect to such Investments and the Incurrence of any Indebtedness in 5434   connection therewith would be no greater than 4.00:1.00 for the most recently ended Test Period. 5435   Section 8.4 Asset Sales.  Neither the Borrower nor any Restricted Subsidiary shall Sell any of 5436   its property (other than cash) or issue shares of its own Stock, except for the following: 5437   (a) Dispositions of property to the Borrower or any Restricted Subsidiary; provided 5438   that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan 5439   Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Sec-5440   tion 8.3;  5441   (b) Sales of Cash Equivalents or Investment Grade Securities; 5442   (c) Sales of inventory, goods, products and immaterial assets or other assets in the 5443   ordinary course of business or consistent with past practice (including allowing any registrations 5444   or any applications for registrations of any intellectual property rights to lapse or go abandoned in 5445   the ordinary course of business or consistent with past practice); 5446   (d) a disposition of obsolete, surplus or worn out property, equipment or other assets 5447   or property, equipment or other assets that are no longer used or useful in the conduct of the busi-5448   ness of the Borrower and its Subsidiaries; 5449   (e) any dispositions of Stock, properties or assets in a single transaction or series of 5450   related transactions with a fair market value (as determined in good faith by the Borrower) of less 5451   than $10.0 million;  5452   (f) an issuance of Stock by a Restricted Subsidiary to the Borrower or to another Re-5453   stricted Subsidiary or as part of or pursuant to an equity incentive or compensation plan approved 5454   by the Board of Directors; 5455   (g) transfer of the Radio Station Licenses and FCC Licenses to a License Subsidiary 5456   pursuant to Section 7.12; 5457   (h) any Restricted Payment that is permitted to be made, and is made, under Sec-5458   tion 8.5 and the making of any Investment permitted under Section 8.3; 5459   (i) dispositions in connection with Liens permitted under Section 8.2; 5460   (j) dispositions of receivables in connection with the compromise, settlement or col-5461   lection thereof in the ordinary course of business or consistent with past practice or in bankruptcy 5462   or similar proceedings and exclusive of factoring or similar arrangement; 5463     





 







   -121-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (k) the licensing or sub-licensing of intellectual property or other general intangibles 5464   and licenses, sub-licenses, leases or subleases of other property, in each case, in the ordinary 5465   course of business or consistent with past practice; 5466   (l) foreclosure, condemnation or any similar action with respect to any property or 5467   other assets; 5468   (m) the sale or discount (with or without recourse, and on customary or commercially 5469   reasonable terms and for credit management purposes) of accounts receivable or notes receivable 5470   arising in the ordinary course of business or consistent with past practice, or the conversion or ex-5471   change of accounts receivable for notes receivable;  5472   (n) any disposition of Stock, Indebtedness or other securities of an Unrestricted Sub-5473   sidiary (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash 5474   Equivalents) or a Restricted Subsidiary that owns an Unrestricted Subsidiary so long as such Re-5475   stricted Subsidiary owns no assets other than the Stock of such an Unrestricted Subsidiary); 5476   (o) any disposition of Stock of a Restricted Subsidiary pursuant to an agreement or 5477   other obligation with or to a Person (other than the Borrower or a Restricted Subsidiary) from 5478   whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary ac-5479   quired its business and assets (having been newly formed in connection with such acquisition), 5480   made as part of such acquisition and in each case comprising all or a portion of the consideration 5481   in respect of such sale or acquisition;  5482   (p) [reserved]; 5483   (q) any financing transaction with respect to property constructed, acquired, re-5484   placed, repaired or improved (including any reconstruction, refurbishment, renovation and/or de-5485   velopment of real property) by the Borrower or any Subsidiary after the Closing Date, including 5486   Sale and Leaseback Transactions and asset securitizations, permitted hereunder; 5487   (r) dispositions of Investments in joint ventures to the extent required by, or made 5488   pursuant to customary buy/sell arrangements between, the parties to such joint venture set forth in 5489   joint venture arrangements and similar binding arrangements; 5490   (s) any surrender or waiver of contract rights or the settlement, release or surrender 5491   of contract, tort or other claims of any kind;  5492   (t) the unwinding of any Hedging Agreement pursuant to its terms;  5493   (u) dispositions of non-core assets (a) acquired in connection with any acquisition 5494   permitted under this Agreement or any Investment permitted under Section 8.3 or (b) with a fair 5495   market value not in excess of $20.0 million in the aggregate when taken together with all other 5496   dispositions pursuant to this clause (b);  5497   (v) [reserved]; 5498   (w) [reserved]; 5499     





 







   -122-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (x) any swap of assets in exchange for services or other assets in the ordinary course 5500   of business of comparable or greater value or usefulness to the business as determined in good 5501   faith by the Borrower; 5502   (y) leasing certain real property locations on which certain towers are located to GTP 5503   Structures II, LLC (“GTP”), a Delaware limited liability company, pursuant to that certain Lease 5504   Servicing Agreement, dated as of March 22, 2012, by and between GTP and the Borrower, as the 5505   same may be amended, restated, amended and restated, supplemented, extended, renewed or oth-5506   erwise modified from time to time); 5507   (z) the sale or discount (with or without recourse, and on customary or commercially 5508   reasonable terms and for credit management purposes) of accounts receivable or notes receivable 5509   arising in the ordinary course of business, or the conversion or exchange of accounts receivable 5510   for notes receivable; 5511   (aa) the abandonment or other disposition of Intellectual Property that is, in the rea-5512   sonable judgment of such Restricted Subsidiary, no longer material to the operation of its busi-5513   ness or otherwise of material value (including without limitation Intellectual Property that has ex-5514   pired on its own terms with no right to renew); 5515   (bb) Sales of property to the extent that (i) such property is exchanged for credit 5516   against the purchase price of similar property or (ii) the proceeds of such Sale are promptly ap-5517   plied to the purchase price of such similar property; 5518   (cc) Sales constituting Restricted Payments, Permitted Liens and Permitted Invest-5519   ments and fundamental changes permitted by Section 8.7 but only to the extent that any such Re-5520   stricted Payment, Permitted Lien, Permitted Investment or fundamental change was permitted 5521   without reference to this clause (cc); 5522   (dd) Sales resulting from Property Loss Events and transfers of property that has suf-5523   fered a Property Loss Event (constituting a total loss or constructive total loss of such proper-5524   ty) upon receipt of the Net Cash Proceeds of such Property Loss Event;  5525   (ee) as long as no Default or Event of Default is continuing or would result therefrom, 5526   any Sale of property (other than as part of a Sale and Leaseback Transaction) by any Loan Party 5527   so long as (i) the Borrower or Restricted Subsidiary, as the case may be, receives consideration 5528   (including by way of relief from, or by any other Person assuming responsibility for, any liabili-5529   ties, contingent or otherwise) at least equal to the fair market value (such fair market value to be 5530   determined on the date of contractually agreeing to such Sale), as determined in good faith by the 5531   Board of Directors of the applicable Loan Party, of the shares and assets subject to such Sale, (ii) 5532   in any such Sale, or series of related Sales, at least 75% of the consideration from such Sale (in-5533   cluding by way of relief from, or by any other Person assuming responsibility for, any liabilities, 5534   contingent or otherwise) received by the Borrower or such Restricted Subsidiary, as the case may 5535   be, is in the form of cash or Cash Equivalents or Designated Non-Cash Considerations to the ex-5536   tent that all Designated Non-Cash Considerations at such time does not exceed the greater of (x) 5537   $20,000,000 and (y) 2.25% of Total Assets (with the fair market value of each item of Designated 5538   Non-Cash Consideration being measured at the time received and without giving effect to subse-5539   quent changes in value) and (iii) the Net Cash Proceeds are applied as set forth in Section 2.8 as 5540   and when required thereby; provided, however, that the aggregate consideration received for all 5541   Sales pursuant to this clause (ee) shall not exceed $5,000,000;  5542     





 







   -123-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (ff) so long as no Default or Event of Default is continuing or would result therefrom, 5543   any Permitted Asset Swap by any Loan Party so long as the Borrower or Subsidiary, as the case 5544   may be, receives consideration (including by way of relief from, or by any other Person assuming 5545   responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value 5546   (such fair market value to be determined on the date of contractually agreeing to such Permitted 5547   Asset Swap), as determined in good faith by the Board of Directors of the applicable Loan Party, 5548   of the shares and assets subject to such Permitted Asset Swap; provided, however, that the aggre-5549   gate value of Permitted Asset Swaps pursuant to this clause (ff) shall not exceed $25,000,000 in 5550   the aggregate in any calendar year; and 5551   (gg) so long as no Default or Event of Default is continuing or would result therefrom, 5552   any other Sale of property (other than as part of a Sale and Leaseback Transaction) of any Loan 5553   Party for fair market value (such fair market value to be determined on the date of contractually 5554   agreeing to such Sale), as determined in good faith by the Board of Directors of the applicable 5555   Loan Party, of the shares and assets subject to such Sale; provided, however that the aggregate 5556   consideration received for all Sales pursuant to this clause (gg) shall not exceed $10,000,000 in 5557   any calendar year and $50,000,000 in the aggregate. 5558   Section 8.5 Restricted Payments.  The Borrower will not, and will not permit any of its Re-5559   stricted Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Re-5560   stricted Payment except for the following: 5561   (a) (i) Restricted Payments (A) by any Group Member that is a Loan Party to any 5562   Loan Party and (B) by any Group Member that is not a Loan Party to any Group Member and (ii) 5563   dividends and distributions by any Subsidiary of the Borrower that is not a Loan Party to any 5564   holder of its Stock, to the extent made to all such holders ratably according to their ownership in-5565   terests in such Stock; 5566   (b) dividends and distributions declared and paid on the common Stock of any Re-5567   stricted Subsidiary ratably to the holders of such common Stock and payable only in common 5568   Stock of such Restricted Subsidiary; 5569   (c) Restricted Payments in an aggregate amount not to exceed the portion, if any, of 5570   the Available Amount on the date of such Restricted Payment that the Borrower elects to apply to 5571   this clause (c), such election to be specified in a written notice of a Responsible Officer of the 5572   Borrower calculating in reasonable detail the amount of Available Amount immediately prior to 5573   such election and the amount thereof elected to be so applied, provided that (A) the Total Net 5574   Leverage Ratio of the Borrower and its Restricted Subsidiaries determined on a Pro Forma Basis 5575   as of the last day of the most recently ended Fiscal Quarter for which financial statements were 5576   required to have been delivered pursuant to Section 6.1(b) or (c), as applicable, as if such Re-5577   stricted Payment had been made on the last day of such Fiscal Quarter, is equal to or less than 5578   5.40:1.00 and (B) no Default or Event of Default has occurred and is continuing (or would result 5579   therefrom); 5580   (d) the payment of any dividend or distribution within 60 days after the date of dec-5581   laration thereof, if at the date of declaration such payment would have complied with the provi-5582   sions of this Agreement or the redemption, repurchase or retirement of Indebtedness if, at the date 5583   of any redemption notice, such payment would have complied with the provisions of this Agree-5584   ment; 5585     





 







   -124-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (e) a Restricted Payment to pay for the repurchase, redemption or other acquisition 5586   or retirement for value of Stock (other than Disqualified Stock) (“Refunding Capital Stock”) of 5587   the Borrower or of any Parent Entity held by any future, present or former employee, director or 5588   consultant of the Borrower, any of its Restricted Subsidiaries or of any Parent Entity (or permitted 5589   transferees, assigns, estates, trusts or heirs of such employee, director or consultant) either pursu-5590   ant to any management equity plan or stock option plan or any other management or employee 5591   benefit plan or agreement or upon the termination of such employee, director or consultant’s em-5592   ployment or directorship; provided, however, that the aggregate Restricted Payments made under 5593   this clause do not exceed $10.0 million in any calendar year (with unused amounts in any calen-5594   dar year being carried over to succeeding calendar years subject to a maximum of $20.0 million 5595   in any calendar year); provided further that such amount in any calendar year may be increased 5596   by an amount not to exceed: 5597    (i) the cash proceeds from the sale of Stock (other than Disqualified Stock) 5598   of the Borrower and, to the extent contributed to the capital of the Borrower (other than 5599   through the issuance of Disqualified Stock), Stock of any Parent Entity, in each case to 5600   members of management, directors or consultants of the Borrower, any of its Restricted 5601   Subsidiaries or any Parent Entity that occurred after the Closing Date; plus 5602    (ii) the cash proceeds of key man life insurance policies received by the Bor-5603   rower and its Restricted Subsidiaries after the Closing Date; less 5604    (iii) the amount of any Restricted Payments made in previous calendar years 5605   pursuant to clauses (i) and (ii) of this clause (e); 5606   and provided further that cancellation of Indebtedness owing to the Borrower or any Restricted 5607   Subsidiary from any future, present or former members of management, directors, employees or 5608   consultants of the Borrower or any Parent Entity or Restricted Subsidiaries in connection with a 5609   repurchase of Stock of the Borrower or any Parent Entity will not be deemed to constitute a Re-5610   stricted Payment for purposes of this covenant or any other provision of this Agreement; 5611   (f) the declaration and payment of dividends on Disqualified Stock or Preferred 5612   Stock of a Restricted Subsidiary, incurred in accordance with Section 8.1;  5613   (g) purchases, repurchases, redemptions, defeasances or other acquisitions or retire-5614   ments of Stock deemed to occur upon the exercise of stock options, warrants or other rights in re-5615   spect thereof if such Stock represents a portion of the exercise price thereof; 5616   (h) dividends, loans, advances or distributions to any Parent Entity or other payments 5617   by the Borrower or any Restricted Subsidiary in amounts equal to (without duplication): 5618    (i) the amounts required for any Parent Entity to pay any Parent Entity Ex-5619   penses; or 5620    (ii) amounts constituting or to be used for purposes of making payments to 5621   the extent specified in clauses (c), (d), (f) and (k) of Section 8.9; 5622   (i) the declaration and payment by the Borrower of, dividends on the common stock 5623   or common equity interests of the Borrower or any Parent Company following a public offering 5624   of such common stock or common equity interests, in an amount not to exceed 6% of the pro-5625   ceeds received by or contributed to the Borrower in or from any public offering in any fiscal year; 5626     





 







   -125-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (j) payments by the Borrower, or loans, advances, dividends or distributions to any 5627   Parent Entity to make payments, to holders of Stock of the Borrower or any Parent Entity in lieu 5628   of the issuance of fractional shares of such Stock, provided, however, that any such payment, 5629   loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of 5630   this covenant or otherwise to facilitate any dividend or other return of capital to the holders of 5631   such Stock (as determined in good faith by the Board of Directors); 5632   (k) Restricted Payments that are made with Excluded Contributions;  5633   (l) (i) the declaration and payment of dividends on Designated Preferred Stock of 5634   the Borrower issued after the Closing Date; and (ii) the declaration and payment of dividends on 5635   Refunding Stock that is Preferred Stock; provided, however, that, in the case of clause (i), the 5636   amount of all dividends declared or paid pursuant to this clause shall not exceed the Net Cash 5637   Proceeds received by the Borrower or the aggregate amount contributed in cash to the equity 5638   (other than through the issuance of Disqualified Stock by, or an Excluded Contribution or Speci-5639   fied Equity Contribution to, the Borrower), from the issuance or sale of such Designated Pre-5640   ferred Stock; provided further, in the case of clauses (i) and (ii), that for the most recently ended 5641   four fiscal quarters for which internal financial statements are available immediately preceding 5642   the date of issuance of such Designated Preferred Stock or declaration of such dividends on such 5643   Refunding Capital Stock, after giving effect to such payment on a pro forma basis the Total Net 5644   Leverage Ratio of the Borrower and its Restricted Subsidiaries calculated on a Pro Forma Basis is 5645   no greater than 6.00:1.00. 5646   (m) dividends or other distributions of Stock of, or Indebtedness owed to the Borrow-5647   er or a Restricted Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s 5648   principal asset is cash or Cash Equivalents);  5649   (n) Permitted Tax Distributions;  5650   (o) any Restricted Payment made in connection with the Transactions and any costs 5651   and expenses (including all legal, accounting and other professional fees and expenses) related 5652   thereto or used to fund amounts owed to Affiliates in connection with the Transactions (including 5653   dividends to any Parent Entity of the Borrower to permit payment by such Parent Entity of such 5654   amounts);  5655   (p) so long as no Default or Event of Default has occurred and is continuing (or 5656   would result therefrom), any Restricted Payments, so long as, immediately after giving pro forma 5657   effect to the payment of any such Restricted Payment and the Incurrence of any Indebtedness the 5658   net proceeds of which are used to make such Restricted Payment, the Total Net Leverage Ratio 5659   shall be no greater than 4.00:1.00; 5660   (q) [reserved]; 5661   (r) so long as no Default or Event of Default has occurred and is continuing (or 5662   would result therefrom), mandatory redemptions of Disqualified Stock issued as a Restricted 5663   Payment or as consideration for a Permitted Investment; provided that the amount of such re-5664   demptions are no greater than the amount that constituted a Restricted Payment or Permitted In-5665   vestment;  5666   (s) any purchase, repurchase, redemption, defeasance or other acquisition or retire-5667   ment of Preferred Stock of the Borrower or any Restricted Subsidiary made by exchange for or 5668     





 







   -126-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   out of the proceeds of the substantially concurrent sale of Preferred Stock of the Borrower or any 5669   Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to Section 5670   8.1; provided that any such Preferred Stock shall not mature or otherwise be mandatorily redeem-5671   able prior to the date that is 180 days after the Latest Maturity Date then in effect; and 5672   (t) so long as no Default or Event of Default has occurred and is continuing (or 5673   would result from), Restricted Payments (including loans or advances) in an aggregate amount 5674   outstanding at the time made not to exceed $25.0 million. 5675   For purposes of determining compliance with this Section 8.5, in the event that a Re-5676   stricted Payment is permitted pursuant to this Section 8.5, the Borrower will be entitled to classify such 5677   Restricted Payment (or portion thereof) on the date of its payment or later reclassify such Restricted Pay-5678   ment (or portion thereof) in any manner that complies with this covenant. 5679   The amount of all Restricted Payments (other than cash) shall be the fair market value on 5680   the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued 5681   by the Borrower or such Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair 5682   market value of any cash Restricted Payment shall be their face amount, and the fair market value of any 5683   non-cash Restricted Payment, property or assets other than cash shall be determined conclusively by the 5684   board of directors of the Borrower acting in good faith. 5685   Section 8.6 Prepayment of Indebtedness.  Neither the Borrower nor any Restricted Subsidi-5686   ary shall (x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof 5687   any Subordinated Debt, the Senior Notes or any Indebtedness Incurred pursuant to Section 8.1(q), (y) set 5688   apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a simi-5689   lar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Subordinat-5690   ed Debt; provided, however, that Borrower and each Restricted Subsidiary may, to the extent otherwise 5691   permitted by the Loan Documents, do each of the following: 5692   (a) consummate a Permitted Refinancing (which for the avoidance of doubt shall in-5693   clude any Permitted Refinancing with respect to any Indebtedness) or exchange any such Indebt-5694   edness for Stock or repurchase or repay such Indebtedness with the proceeds of Stock;  5695   (b) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled ma-5696   turity thereof (or set apart any property for such purpose) (A) in the case of any Group Member 5697   that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group 5698   Member and (B) otherwise, any Indebtedness owing to any Loan Party;  5699   (c) make regularly scheduled or otherwise required repayments or redemptions of 5700   such Indebtedness but only, in the case of Subordinated Debt, to the extent permitted by the sub-5701   ordination provisions thereof or relating thereto;  5702   (d) make prepayments, redemptions, purchases, defeasances or other satisfactions of 5703   any such Indebtedness in an aggregate amount not to exceed the portion, if any, of the Available 5704   Amount on the date of such election that the Borrower elects to apply to this Section 8.6(d); pro-5705   vided, however, that the Borrower may take such actions pursuant to this Section 8.6(d) only if (i) 5706   no Default or Event of Default has occurred and is continuing immediately prior to or after giving 5707   effect thereto and (ii) immediately prior to or after giving effect thereto, the Total Net Leverage 5708   Ratio of the Borrower and its Restricted Subsidiaries determined on a Pro Forma Basis is equal to 5709   or less than 5.40 to 1.00; and  5710     





 







   -127-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (e) make other prepayments, redemptions, purchases, defeasances or other satisfac-5711   tions of any such Indebtedness so long as (x) no Default or Event of Default has occurred and is 5712   continuing (or would result therefrom) and (y) the Total Net Leverage Ratio, calculated on a Pro 5713   Forma Basis would be no greater than 4.00:1.00 for the most recently ended Test Period. 5714   Section 8.7 Fundamental Changes.  Neither the Borrower nor any Restricted Subsidiary shall 5715   (a) merge, consolidate or amalgamate with any Person, (b) acquire all or substantially all of the Stock or 5716   Stock Equivalents of any Person or (c) acquire any brand or all or substantially all of the assets of any 5717   Person or all or substantially all of the assets constituting any line of business, division, branch, operating 5718   division or other unit operation of any Person, in each case except for the following:  (x) to consummate 5719   any Permitted Acquisition, or Permitted Investment or any Sale permitted by Section 8.4, (y) the merger, 5720   consolidation or amalgamation of any Restricted Subsidiary of the Borrower into any Loan Party and (z) 5721   the merger, consolidation or amalgamation of any Restricted Subsidiary for the sole purpose, and with the 5722   sole material effect, of changing its State of organization within the United States; provided, however, 5723   that (A) in the case of any merger, consolidation or amalgamation involving the Borrower, the Borrower 5724   shall be the surviving Person and (B) in the case of any merger, consolidation or amalgamation involving 5725   any other Loan Party, a Loan Party shall be the surviving corporation and all actions required to maintain 5726   the perfection of the Lien of the Administrative Agent on the Stock or property of such Loan Party shall 5727   have been made; provided, further, that in no event shall any Loan Party merge with Townsquare Media, 5728   LLC. 5729   Section 8.8 Change in Nature of Business.  Neither the Borrower nor any Restricted Subsidi-5730   ary shall carry on any business, operations or activities (whether directly, through a joint venture, in con-5731   nection with a Permitted Acquisition or otherwise) other than the Business. 5732   Section 8.9 Transactions with Affiliates.  The Borrower will not, and will not permit any of 5733   its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the 5734   purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the 5735   Borrower (an “Affiliate Transaction”) involving aggregate value in excess of $10.0 million unless: 5736   (a) (i) the terms of such Affiliate Transaction taken as a whole are not materially less 5737   favorable to the Borrower or such Subsidiary, as the case may be, than those that could be ob-5738   tained in a comparable transaction at the time of such transaction or the execution of the agree-5739   ment providing for such transaction in arm’s length dealings with a Person who is not such an Af-5740   filiate, and (ii) in the event such Affiliate Transaction involves an aggregate value in excess of 5741   $20.0 million the terms of such transaction have been approved by a majority of the members of 5742   the Board of Directors; provided that any Affiliate Transaction shall be deemed to have satisfied 5743   the requirements set forth in subclause (ii) of this clause (a) if such Affiliate Transaction is ap-5744   proved by a majority of the Disinterested Directors, if any; 5745   (b) any Restricted Payment permitted to be made pursuant to Section 8.5 or any 5746   Permitted Investment; 5747   (c) any issuance or sale of Stock, options, other equity-related interests or other secu-5748   rities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the 5749   funding of, or entering into, or maintenance of, any employment, consulting, collective bargain-5750   ing or benefit plan, program, agreement or arrangement, related trust or other similar agreement 5751   and other compensation arrangements, options, warrants or other rights to purchase Stock of the 5752   Borrower or any Restricted Subsidiary or any Parent Entity, restricted stock plans, long-term in-5753   centive plans, stock appreciation rights plans, participation plans or similar employee benefits or 5754   consultants’ plans (including valuation, health, insurance, deferred compensation, severance, re-5755     





 







   -128-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   tirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf 5756   of officers, employees, directors or consultants approved by the Board of Directors of the Bor-5757   rower, in each case in the ordinary course of business or consistent with past practice; 5758   (d) any Management Advances and any waiver or transaction with respect thereto; 5759   (e) any transaction between or among the Borrower and any Restricted Subsidiary 5760   (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or 5761   among Restricted Subsidiaries; 5762   (f) the payment of compensation, reasonable fees and reimbursement of expenses to, 5763   and customary indemnities (including under customary insurance policies) and employee benefit 5764   and pension expenses provided on behalf of, directors, officers, consultants or employees of the 5765   Borrower or any Restricted Subsidiary (whether directly or indirectly and including through any 5766   Person owned or controlled by any of such directors, officers or employees); 5767   (g) the entry into and performance of obligations of the Borrower or any of its Sub-5768   sidiaries under the terms of any transaction arising out of, and any payments pursuant to or for 5769   purposes of funding, any agreement or instrument in effect as of or on the Closing Date, as these 5770   agreements and instruments may be amended, modified, supplemented, extended, renewed or re-5771   financed from time to time in accordance with the other terms of this Section 8.9 or to the extent 5772   not more disadvantageous to the Secured Parties in any material respect; 5773   (h) [reserved]; 5774   (i) transactions with customers, clients, suppliers or purchasers or sellers of goods or 5775   services, in each case in the ordinary course of business or consistent with past practice, which 5776   are fair to the Borrower or the relevant Restricted Subsidiary in the reasonable determination of 5777   the Board of Directors or the senior management of the Borrower or the relevant Restricted Sub-5778   sidiary, or are on terms no less favorable than those that could reasonably have been obtained at 5779   such time from an unaffiliated party; 5780   (j) [reserved]; 5781   (k) any transaction between or among the Borrower or any Restricted Subsidiary and 5782   any Affiliate of the Borrower or an Associate or similar entity that would constitute an Affiliate 5783   Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or 5784   otherwise controls such Affiliate, Associate or similar entity;  5785   (l) issuances or sales of Stock permitted under Section 8.5;  5786   (m) as long as no Default or Event of Default is continuing or would result therefrom, 5787   without duplication in respect of payments made pursuant to clause (n) below, (i) payments by 5788   the Borrower of any Restricted Subsidiary to any Permitted Investor (whether directly or indirect-5789   ly) of customary annual management, consulting, monitoring, refinancing, subsequent transaction 5790   exit fees, or advisory fees and related costs and expenses and indemnitees in connection therewith 5791   in an amount not to exceed $2,000,000 per year and (ii) customary payments by the Borrower or 5792   any Restricted Subsidiary to any Permitted Investor (whether directly or indirectly, including 5793   through any Parent Entity) for financial advisory, financing, underwriting or placement services 5794   or in respect of other investment banking activities, including in connection with acquisitions or 5795   divestitures, which payments are approved by a majority of the Board of Directors in good faith; 5796     





 







   -129-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (n) payment to any Permitted Investor of all reasonable out of pocket expenses In-5797   curred by such Permitted Investor in connection with its direct or indirect investment in the Bor-5798   rower and its Restricted Subsidiaries; 5799   (o) the Transactions and the payment of all costs and expenses (including all legal, 5800   accounting and other professional fees and expenses) related to the Transactions;  5801   (p) transactions involving an aggregate value in excess of $10,000,000, in which (i) 5802   the terms of such transaction have been approved by a majority of the members of the Board of 5803   Directors; provided that any Affiliate Transaction shall be deemed to have satisfied the require-5804   ments set forth in clause (i) of this clause (p) if such Affiliate Transaction is approved by a major-5805   ity of the Disinterested Directors, if any, and (ii) the Borrower or any Restricted Subsidiary, as 5806   the case may be, delivers to the Administrative Agent a letter from an Independent Financial Ad-5807   visor stating that either the terms of such transaction satisfy the requirements of subclause (a)(i) 5808   of this Section 8.9 or that such transaction is fair to the Borrower or such Restricted Subsidiary 5809   from a financial point of view; 5810   (q) the existence of, or the performance by the Borrower or any Restricted Subsidi-5811   ary of its obligations under the terms of, any equityholders agreement (including any registration 5812   rights agreement or purchase agreements related thereto) to which it is party as of the Closing 5813   Date and that is set forth on Schedule 8.9; provided, however, that the existence of, or the per-5814   formance by the Borrower or any Restricted Subsidiary of its obligations under any future 5815   amendment to the equityholders’ agreement or under any similar agreement entered into after the 5816   Closing Date will only be permitted under this clause to the extent that the terms of any such 5817   amendment or new agreement are not otherwise disadvantageous to Secured Parties in any mate-5818   rial respects;  5819   (r) investments by Affiliates in securities of the Borrower or any of its Restricted 5820   Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in 5821   connection therewith) so long as the investment is being offered by the Borrower or such Re-5822   stricted Subsidiary generally to other non-affiliated third party investors on the same or more fa-5823   vorable terms and (ii) payments to Affiliates in respect of securities of the Borrower or any of its 5824   Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from 5825   Persons other than the Borrower and its Restricted Subsidiaries, in each case, in accordance with 5826   the terms of such securities;  5827   (s) [reserved]; and 5828   (t) any transaction between the Borrower and its Restricted Subsidiaries and 5829   Townsquare Management Company, LLC for the provision of management services by 5830   Townsquare Management Company, LLC in the ordinary course of business consistent with past 5831   practice pursuant to an agreement provided to the Administrative Agent in each case where all 5832   amounts are included in the Consolidated Net Income of the Borrower and its Subsidiaries. 5833   Section 8.10 Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Pay-5834   ments.  Neither the Borrower nor any Restricted Subsidiary shall incur or otherwise suffer to exist or be-5835   come effective or remain liable on or responsible for any Contractual Obligation limiting the ability of (a) 5836   any Subsidiary of the Borrower to make Restricted Payments to, or Investments in, or repay Indebtedness 5837   or otherwise Sell property to, any Restricted Subsidiary or (b) any Restricted Subsidiary to incur or suffer 5838   to exist any Lien upon any property of any Restricted Subsidiary, whether now owned or hereafter ac-5839   quired, securing any of its Obligations (including any “equal and ratable” clause and any similar Contrac-5840     





 







   -130-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   tual Obligation requiring, when a Lien is granted on any property, another Lien to be granted on such 5841   property or any other property), except, for each of clauses (a) and (b) above, (i) pursuant to the Loan 5842   Documents, (ii) limitations on Liens (other than those securing any Obligation) on any property whose 5843   acquisition, repair, improvement or construction is financed by purchase money Indebtedness, Capitalized 5844   Lease Obligations or Permitted Refinancings permitted hereunder in reliance upon Section 8.1(b) or (c) 5845   set forth in the Contractual Obligations governing such Indebtedness, Capitalized Lease Obligations or 5846   Permitted Refinancing or Guaranty Obligations with respect thereto, (iii) (x) which exist on the Closing 5847   Date and (to the extent not otherwise permitted by this Section 8.10) and (y) to the extent Contractual Ob-5848   ligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness or are set forth in 5849   any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness, (iv) are 5850   binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long 5851   as such Contractual Obligations were not entered into in contemplation of such Person becoming a Sub-5852   sidiary of the Borrower, (v) are set forth in an agreement governing Indebtedness permitted by Sec-5853   tion 8.1, (vi) are provisions in Constituent Documents and other customary provisions in joint venture 5854   agreements and other similar agreements applicable to joint ventures or to other Persons that are not Sub-5855   sidiaries of the Borrower (to the extent the Investment in such joint venture or other Person is a Permitted 5856   Investment) that limit Liens on or transfers of the Stock of such joint venture or other Person entered into 5857   in the ordinary course of business, (vii) are customary restrictions in leases, subleases, licenses or asset 5858   sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encum-5859   brances, in each case granted to the Borrower or a Subsidiary of the Borrower by a third party in respect 5860   of real property owned by such third party) so long as such restrictions relate only to the assets (or the 5861   Borrower’s or such Subsidiary’s rights under such easement, right of way or similar right or encum-5862   brance, as applicable) subject thereto, (viii) are customary provisions restricting subletting or assignment 5863   of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, (ix) are 5864   customary provisions restricting assignment of any agreement entered into in the ordinary course of busi-5865   ness or (x) are restrictions on cash or other deposits imposed by customers under contracts entered into in 5866   the ordinary course of business. 5867   Section 8.11 Modification of Certain Documents.  Neither the Borrower nor any Restricted 5868   Subsidiary shall do any of the following: 5869   (a) waive or otherwise modify any term of any Constituent Document of, or other-5870   wise change the capital structure of, Borrower or any Restricted Subsidiary (including the terms 5871   of any of their outstanding Stock or Stock Equivalents), in each case except for those modifica-5872   tions and waivers that (x) do not elect, or permit the election, to treat the Stock or Stock Equiva-5873   lents of any limited liability company (or similar entity) as certificated and (y) do not materially 5874   affect the rights and privileges of Borrower or any Restricted Subsidiary and do not materially af-5875   fect the interests of any Secured Party under the Loan Documents or in the Collateral; 5876   (b) waive or otherwise modify any term of any Subordinated Debt (or any documen-5877   tation governing any Subordinated Debt) if the effect thereof on such Subordinated Debt is to (i) 5878   increase the interest rate, (ii) change the due dates for principal or interest, other than to extend 5879   such dates, (iii) modify any default or event of default, other than to delete it or make it less re-5880   strictive, (iv) add any covenant with respect thereto that would make it more restrictive than this 5881   Agreement, (v) modify any subordination provision in a manner adverse to the Lenders, or, (vi) 5882   modify any redemption or prepayment provision, other than to extend the dates therefor or to re-5883   duce the premiums payable in connection therewith; or 5884   (c) permit any Indebtedness (other than the Obligations) to qualify as “Designated 5885   Senior Debt” (or a similar concept) under any documentation governing any Subordinated Debt 5886     





 







   -131-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   or permit the Obligations to cease qualifying as such or as “Senior Debt” (or a similar concept) as 5887   defined in any documentation governing any Subordinated Debt. 5888   Section 8.12 Accounting Changes; Fiscal Year.  Neither the Borrower nor any Restricted Sub-5889   sidiary shall change its (a) accounting treatment or reporting practices, except as required by or permitted 5890   by GAAP or any Requirement of Law, or (b) its fiscal year or its method for determining fiscal quarters 5891   or fiscal months; provided, however, that Borrower may upon written notice to the Administrative Agent, 5892   change such fiscal year (and the fiscal year of the Restricted Subsidiaries) to any other fiscal year reason-5893   ably acceptable to the Administrative Agent. Borrower and the Administrative Agent will, and are hereby 5894   authorized by the Lenders to, make any adjustments to this Agreement and to the covenants contained 5895   herein that are that are reasonably necessary in order to reflect such change. 5896   Section 8.13 Margin Regulations.  Neither the Borrower nor any Restricted Subsidiary shall 5897   use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock 5898   (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of 5899   the Federal Reserve Board. 5900   Section 8.14 Compliance with ERISA.  No ERISA Affiliate shall cause or suffer to exist (a) 5901   any event that could reasonably be expected to result in the imposition of a Lien against the assets of a 5902   Restricted Subsidiary with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA 5903   Event, that would reasonably be expected, in the aggregate, to have a Material Adverse Effect. 5904   Section 8.15 Hazardous Materials.  Neither the Borrower nor any Restricted Subsidiary shall 5905   cause or suffer to exist any Release of any Hazardous Material at, to or from any real property owned, 5906   leased, subleased or otherwise operated or occupied by Borrower or any Restricted Subsidiary that would 5907   violate any Environmental Law, form the basis for any Environmental Liabilities or otherwise adversely 5908   affect the value or marketability of any real property (whether or not owned by Borrower or any Restrict-5909   ed Subsidiary), other than such violations, Environmental Liabilities and effects that would not, in the 5910   aggregate, have a Material Adverse Effect. 5911   Section 8.16 Local Marketing Agreements.  Without the prior written consent of the Requisite 5912   Lenders, no Loan Party shall enter into any LMA under which any television or radio station owned or 5913   operated by one or more of the Loan Parties is the brokered station (i.e., the station whose time is sold or 5914   the station which receives, rather than provides, programming, management, technical or other services 5915   under such LMA).  Such written consent shall not be required for a Loan Party to enter into an LMA with 5916   an Affiliate of such Loan Party in compliance with Section 8.9 or under which such Loan Party acts as the 5917   broker, provides programming, sells time on or provides management, technical or other services to a tel-5918   evision or radio station not owned by any Loan Party. 5919   Section 8.17 Operation of License Subsidiaries.  So long as a License Subsidiary does not 5920   guarantee the Obligations, such License Subsidiary shall not (i) incur any Indebtedness or (ii) create, in-5921   cur, assume or suffer to exist any Liens upon any of its property, assets, income or profits, whether now 5922   owned or hereafter acquired, except Permitted Liens. 5923   Section 8.18 Compliance with Communications Laws.  No Loan Party shall operate its busi-5924   nesses other than in accordance with the Communications Laws and the terms and conditions of the Radio 5925   Station Licenses, the FCC Licenses and other Permits under Communications Laws.  No Loan Party shall 5926   fail to file any report or application or pay any regulatory, filing or franchise fee pertaining to the Busi-5927   ness which is required to be filed with or paid to the FCC, except where the failure to do so could not rea-5928   sonably be expected to have a Material Adverse Effect.  No Loan Party shall take any action that would or 5929   could cause the FCC to institute any proceedings for the cancellation, revocation, non-renewal, short-term 5930     





 







   -132-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   renewal or adverse modification of any of the Radio Station Licenses or FCC Licenses or take or permit 5931   to be taken any other action within its control that would or could result in non-compliance with the re-5932   quirements of the Communications Laws if, in either case, to take or permit to be taken any such action 5933   could reasonably be expected to have a Material Adverse Effect. 5934   ARTICLE 9 5935    5936   EVENTS OF DEFAULT 5937   Section 9.1 Definition.  Each of the following shall be an “Event of Default”: 5938   (a) the Borrower shall fail to pay (i) any principal of any Loan or any 5939   L/C Reimbursement Obligation when the same becomes due and payable or (ii) any interest on 5940   any Loan, any fee under any Loan Document or any other Obligation (other than those set forth in 5941   clause (i) above) and, in the case of this clause (ii), such non-payment continues for a period of 5942   five (5) Business Days after the due date therefor; or 5943   (b) any representation, warranty or certification made or deemed made by or on be-5944   half of any Loan Party in any Loan Document or by or on behalf of any Loan Party (or any Re-5945   sponsible Officer thereof) in connection with any Loan Document (including in any document de-5946   livered in connection with any Loan Document) shall prove to have been incorrect in any material 5947   respect (or in any respect if such representation or warranty is qualified by “material” or “Materi-5948   al Adverse Effect”) when made or deemed made; or 5949   (c) any Loan Party shall fail to comply with (i) any provision of Article 5 (Financial 5950   Covenant), 6.2(a)(i) (Other Events), 7.1 (Maintenance of Corporate Existence) or Article 8 5951   (Negative Covenants), (ii) any provision of Section 6.1 (Financial Statements) and such failure 5952   shall remain unremedied for five (5) Business Days after the due date for the delivery of the ap-5953   plicable information materials thereunder or (iii) any other provision of any Loan Document if, in 5954   the case of this clause (iii), such failure shall remain unremedied for 30 days after the date on 5955   which notice thereof shall have been given to the Borrower by the Administrative Agent or the 5956   Required Lenders; provided that an Event of Default under Section 5.1 shall not constitute an 5957   Event of Default for purposes of any Term Loan unless and until the Administrative Agent (with 5958   the consent, or at the request, of the Required Revolving Credit Lenders) has actually terminated 5959   the Revolving Credit Commitments and declared all outstanding Revolving Loans to be immedi-5960   ately due and payable in accordance with this Agreement and such declaration has not been re-5961   scinded on or before such date; provided, further, that the covenant in Section 5.1 is subject to 5962   cure pursuant to Section 9.5 and an Event of Default with respect to such Section shall not occur 5963   until the expiration of the Anticipated Cure Deadline; or 5964   (d)  (i) Borrower or any Restricted Subsidiary shall fail to make any payment when 5965   due or within any applicable grace period (whether due because of scheduled maturity, required 5966   prepayment provisions, acceleration, demand or otherwise) on any Indebtedness of Borrower or 5967   any Restricted Subsidiary (other than the Obligations) and, in each case, such failure relates to 5968   Material Debt, (ii) any other event shall occur or condition shall exist under any Contractual Ob-5969   ligation relating to any such Material Debt, if the effect of such event or condition is to accelerate, 5970   or to permit the acceleration of, the maturity of such Material Debt or (iii) any such Material Debt 5971   shall become or be declared to be due and payable, or be required to be prepaid, redeemed, de-5972   feased or repurchased (other than by a regularly scheduled required prepayment), prior to the 5973   stated maturity thereof; or 5974     





 







   -133-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (e)  (i) Borrower or any Restricted Subsidiary shall generally not pay its debts as 5975   such debts become due, shall admit in writing its inability to pay its debts generally or shall make 5976   a general assignment for the benefit of creditors, (ii) any proceeding shall be instituted by or 5977   against Borrower or any Restricted Subsidiary seeking to adjudicate it a bankrupt or insolvent or 5978   seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, com-5979   position of it or its debts or any similar order, in each case under any Requirement of Law relat-5980   ing to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an or-5981   der for relief or the appointment of a custodian, receiver, trustee, conservator, liquidating agent, 5982   liquidator, other similar official or other official with similar powers, in each case for it or for any 5983   substantial part of its property and, in the case of any such proceedings instituted against (but not 5984   by or with the consent of) Borrower or any Restricted Subsidiary, either such proceedings shall 5985   remain undismissed or unstayed for a period of 60 days or more or any action sought in such pro-5986   ceedings shall occur or (iii) Borrower or any Restricted Subsidiary shall take any corporate or 5987   similar action or any other action to authorize any action described in clause (i) or (ii) above; or 5988   (f) one or more judgments, orders or decrees (or other similar process) shall be ren-5989   dered against Borrower or any Restricted Subsidiary (i)(A) in the case of money judgments, or-5990   ders and decrees, involving an aggregate amount (excluding amounts adequately covered by in-5991   surance payable to Borrower or any Restricted Subsidiary, to the extent the relevant insurer has 5992   not denied coverage therefor) in excess of $30,000,000 or (B) otherwise, that would have, in the 5993   aggregate, a Material Adverse Effect and (ii)(A) enforcement proceedings shall have been com-5994   menced by any creditor upon any such judgment, order or decree or (B) such judgment, order or 5995   decree shall not have been vacated or discharged for a period of 60 consecutive days and there 5996   shall not be in effect (by reason of a pending appeal or otherwise) any stay of enforcement there-5997   of; or 5998   (g) except pursuant to a valid, binding and enforceable termination or release permit-5999   ted under the Loan Documents and executed by the Administrative Agent or as otherwise ex-6000   pressly permitted under any Loan Document, (i) any provision of any Loan Document shall, at 6001   any time after the delivery of such Loan Document, fail to be valid and binding on, or enforceable 6002   against, any Loan Party party thereto or (ii) any Loan Document purporting to grant a Lien to se-6003   cure any Obligation shall, at any time after the delivery of such Loan Document, fail to create a 6004   valid and enforceable Lien on any portion of the Collateral purported to be covered thereby with a 6005   fair market value in excess of $10,000,000, individually or in the aggregate, or such Lien shall 6006   fail or cease to be a perfected Lien with the priority required in the relevant Loan Document; or 6007   (h) there shall occur any Change of Control; or 6008   (i) there shall have occurred (i) the termination, cancellation, nonrenewal or renewal 6009   on materially adverse terms of any Radio Station License or FCC License that, in either case, 6010   would reasonably be expected to have a Material Adverse Effect or (ii) any termination, cancella-6011   tion, revocation, designation for hearing or modification of any FCC consent or approval that 6012   prevents Borrower or any Restricted Subsidiary from operating any Radio Station or portion of 6013   the Business subject to such FCC consent or approval in a manner consistent with past practice or 6014   that restricts the use by such Restricted Subsidiary of the cashflows generated thereby or requires 6015   Borrower or any Restricted Subsidiary to dispose of any Radio Station or any assets that, in any 6016   case, would reasonably be expected to have a Material Adverse Effect. 6017   Section 9.2 Remedies.  During the continuance of any Event of Default, the Administrative 6018   Agent may, and, at the request of the Required Lenders (or, solely with respect to an Event of Default 6019   under Section 9.1(c) due solely to the Borrower’s failure to observe the covenant contained in Section 5.1, 6020     





 







   -134-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   at the request of the Required Revolving Credit Lenders or, only in accordance with the terms of Sec-6021   tion 9.1(c) and for the purposes of any Term Loans, the Term Lenders), shall, in each case by notice to the 6022   Borrower and in addition to any other right or remedy provided under any Loan Document or by any ap-6023   plicable Requirement of Law, do each of the following:  (a) declare all or any portion of the Commit-6024   ments terminated, whereupon the Commitments shall immediately be reduced by such portion or, in the 6025   case of a termination in whole, shall terminate together with any obligation any Lender may have hereun-6026   der to make any Loan and any L/C Issuer may have hereunder to Issue any Letter of Credit or (b) declare 6027   immediately due and payable all or part of any Obligation arising under the Loan Documents (including 6028   any accrued but unpaid interest thereon), whereupon the same shall become immediately due and payable, 6029   without presentment, demand, protest or further notice or other requirements of any kind, all of which are 6030   hereby expressly waived by the Borrower (and, to the extent provided in any other Loan Document, other 6031   Loan Parties); provided, however, that, effective immediately upon the occurrence of the Events of De-6032   fault specified in Section 9.1(e)(ii), (x) the Commitments of each Lender to make Loans and the commit-6033   ment of each L/C Issuer to Issue Letters of Credit shall each automatically be terminated and (y) each Ob-6034   ligation arising under the Loan Documents (including in each case any accrued all accrued but unpaid 6035   interest thereon) shall automatically become and be due and payable, without presentment, demand, pro-6036   test or further notice or other requirement of any kind, all of which are hereby expressly waived by the 6037   Borrower (and, to the extent provided in any other Loan Document, any other Loan Party). 6038   Section 9.3 Actions in Respect of Letters of Credit.  At any time (i) upon the Revolving 6039   Credit Termination Date, (ii) after the Revolving Credit Termination Date when the aggregate funds on 6040   deposit in L/C Cash Collateral Accounts shall be less than 103% of the L/C Obligations for all Letters of 6041   Credit at such time and (iii) as required by Section 2.12, the Borrower shall pay to the Administrative 6042   Agent in immediately available funds at the Administrative Agent’s office referred to in Section 11.11, 6043   for deposit in a L/C Cash Collateral Account, the amount required so that, after such payment, the aggre-6044   gate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds 103% of the L/C Obligations 6045   for all Letters of Credit at such time (not to exceed, in the case of clause (iii) above, the payment to be 6046   applied pursuant to Section 2.12 to provide cash collateral for Letters of Credit).   6047   Section 9.4 Governmental Approvals.  Notwithstanding anything to the contrary contained 6048   herein or in any other Loan Document, any foreclosure on, sale, transfer or other disposition of any Col-6049   lateral or any other action taken or proposed to be taken hereunder that would affect the operational, vot-6050   ing, or other control of any Loan Party or affect the ownership of the Radio Station Licenses or FCC Li-6051   censes shall be pursuant to the Communications Laws and, if and to the extent required thereby, subject to 6052   the prior consent of the FCC and any other applicable Governmental Authority.  Notwithstanding any-6053   thing to the contrary contained herein, the Administrative Agent and the Lenders shall not take any action 6054   pursuant hereto that would constitute or result in any assignment of the Radio Station Licenses or FCC 6055   Licenses or transfer of control of any Loan Party if such assignment or transfer of control would require, 6056   under then existing law (including the Communications Laws), the prior approval of the FCC, without 6057   first obtaining such approval of the FCC and notifying the FCC of the consummation of such assignment 6058   or transfer of control (to the extent required to do so).  Each Loan Party agrees to take any lawful action 6059   which the Administrative Agent may request in order to obtain and enjoy the full rights and benefits 6060   granted to the Administrative Agent and Lenders by this Agreement, including specifically, after the oc-6061   currence and during the continuance of an Event of Default, the use of such Loan Party’s best efforts to 6062   assist in obtaining any approval of the FCC and any other Governmental Authority that is then required 6063   under the Communications Laws or under any other law for any action or transaction contemplated by 6064   this Agreement, including, without limitation, the sale or transfer of Collateral.  Such efforts shall include, 6065   without limitation, sharing with the Administrative Agent any FCC registration numbers, account num-6066   bers and passwords for the FCC’s electronic databases and preparing, certifying and filing (or causing to 6067   be prepared, certified and filed) with the FCC any portion of any application or applications for consent to 6068   the assignment of the Radio Station Licenses or FCC Licenses or transfer of control of any Loan Party 6069     





 







   -135-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   required to be filed under the Communications Laws for approval of any sale or transfer of Collateral 6070   and/or the Radio Station Licenses or FCC Licenses. 6071   Section 9.5 Borrower’s Right to Cure.  Notwithstanding anything to the contrary contained in 6072   Section 9.1, in the event of any Event of Default under the covenant set forth in Section 5.1, any equity 6073   contribution (in the form of common equity or other equity having terms reasonably acceptable to the 6074   Administrative Agent) made to the Borrower on or prior to the day that is 10 days after the day on which 6075   financial statements are required to be delivered for the fiscal quarter in which such covenant is being 6076   measured will, at the request of the Borrower (the last day of such period being the “Anticipated Cure 6077   Deadline”), be included in the calculation of Consolidated EBITDA solely for the purposes of determin-6078   ing compliance with such financial covenant at the end of such Fiscal Quarter and any subsequent period 6079   that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); pro-6080   vided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be 6081   included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giv-6082   ing effect to such requested Specified Equity Contribution, there will be at least two (2) Fiscal Quarters in 6083   the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, (b) the 6084   amount of any Specified Equity Contribution will be no greater than the amount required to cause the 6085   Borrower to be in compliance with the financial covenant, (c) all Specified Equity Contributions will be 6086   disregarded for all other purposes under the Loan Documents (including calculating adjusted Consolidat-6087   ed EBITDA for purposes of determining basket levels, pricing and other items governed by reference to 6088   Consolidated EBITDA), (d) there shall be no more than five (5) Specified Equity Contributions made in 6089   the aggregate after the Closing Date, and (e) any Loans prepaid with the proceeds of a Specified Equity 6090   Contribution shall be deemed outstanding for purposes of determining compliance with the financial cov-6091   enant for the then current Fiscal Quarter and the immediately succeeding three (3) Fiscal Quarters thereaf-6092   ter.  For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” shall mean, with re-6093   spect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and in-6094   cluding) the Fiscal Quarter in which Consolidated EBITDA will be increased as a result of such Specified 6095   Equity Contribution.  Upon delivery of written notice to the Administrative Agent that the Borrower in-6096   tends to exercise its cure rights under this Section 9.5, the Borrower shall not be permitted to borrow any 6097   Revolving Loans or Swingline Loans and Letters of Credit shall not be Issued unless and until the Speci-6098   fied Equity Contribution is made or all Events of Default are waived; provided, further, that if the Speci-6099   fied Equity Contribution is not made before the expiration of the Cure Period, such Event of Default or 6100   potential Event of Default shall be deemed reinstated. 6101   Section 9.6 Exclusion of Immaterial Subsidiaries.  Solely for the purpose of determining 6102   whether a Default has occurred under clause (e) of Section 9.1, any reference in any such clause to any 6103   Restricted Subsidiary shall be deemed not to include any Immaterial Subsidiaries. 6104     





 







   -136-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   ARTICLE 10 6105    6106   THE ADMINISTRATIVE AGENT 6107   Section 10.1 Appointment and Duties. 6108   (a) Appointment of Administrative Agent.  Each Lender and each L/C Issuer hereby 6109   appoints Royal Bank (together with any successor Administrative Agent pursuant to Section 10.9) as the 6110   Administrative Agent hereunder and authorizes the Administrative Agent to (i) execute and deliver the 6111   Loan Documents and accept delivery thereof on its behalf from Borrower or any Restricted Subsidiary, 6112   (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as 6113   are expressly delegated to the Administrative Agent under such Loan Documents and (iii) exercise such 6114   powers as are reasonably incidental thereto. 6115   (b) Duties as Collateral and Disbursing Agent.  Without limiting the generality of 6116   clause (a) above, the Administrative Agent shall have the sole and exclusive right and authority (to the 6117   exclusion of the Lenders and L/C Issuers), and is hereby authorized, to (i) act as the disbursing and col-6118   lecting agent for the Lenders and the L/C Issuers with respect to all payments and collections arising in 6119   connection with the Loan Documents (including in any proceeding described in Section 9.1(e)(ii) or any 6120   other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection 6121   with any Loan Document to any Secured Party is hereby authorized to make such payment to the Admin-6122   istrative Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the 6123   claims of the Secured Parties with respect to any Obligation in any proceeding described in Sec-6124   tion 9.1(e)(ii) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or oth-6125   erwise act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purpos-6126   es of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) 6127   manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or 6128   desirable to maintain the perfection and priority of the Liens created or purported to be created by the 6129   Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies 6130   given to the Administrative Agent and the other Secured Parties with respect to the Collateral, whether 6131   under the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any amend-6132   ment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing 6133   to such amendment, consent or waiver; provided, however, that the Administrative Agent hereby ap-6134   points, authorizes and directs each Lender and L/C Issuer to act as collateral sub-agent for the Adminis-6135   trative Agent, the Lenders and the L/C Issuers for purposes of the perfection of all Liens with respect to 6136   the Collateral, including any deposit account maintained by a Loan Party with, and cash and Cash Equiva-6137   lents held by, such Lender or L/C Issuer, and may further authorize and direct the Lenders and the 6138   L/C Issuers to take further actions as collateral sub-agents for purposes of enforcing such Liens or other-6139   wise to transfer the Collateral subject thereto to the Administrative Agent, and each Lender and 6140   L/C Issuer hereby agrees to take such further actions to the extent, and only to the extent, so authorized 6141   and directed. 6142   (c) Limited Duties.  Under the Loan Documents, the Administrative Agent (i) is act-6143   ing solely on behalf of the Lenders and the L/C Issuers (except to the limited extent provided in Sec-6144   tion 2.14(b) with respect to the Register and in Section 10.11), with duties that are entirely administrative 6145   in nature, notwithstanding the use of the defined term “Administrative Agent,” the terms “agent,” “admin-6146   istrative agent” and “collateral agent” and similar terms in any Loan Document to refer to the Administra-6147   tive Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any 6148   Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for 6149   any Lender, L/C Issuer or any other Secured Party and (iii) shall have no implied functions, responsibili-6150   ties, duties, obligations or other liabilities under any Loan Document, and each Lender and L/C Issuer 6151     





 







   -137-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   hereby waives and agrees not to assert any claim against the Administrative Agent based on the roles, 6152   duties and legal relationships expressly disclaimed in clauses (i) through (iii) above. 6153   (d) The Administrative Agent hereby certifies that it is a U.S. branch and agrees to 6154   be treated as a U.S. person for purposes of withholding under Chapter 3 of the Code pursuant to Section 6155   1.1441-1(b)(2)(iv) of the Treasury Regulations. 6156   Section 10.2 Binding Effect.  Each Lender and each L/C Issuer agrees that (i) any action taken 6157   by the Administrative Agent or the Required Lenders (or, if expressly required hereby, a greater propor-6158   tion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by the 6159   Administrative Agent in reliance upon the instructions of Required Lenders (or, where so required, such 6160   greater proportion) and (iii) the exercise by the Administrative Agent or the Required Lenders (or, where 6161   so required, such greater proportion) of the powers set forth herein or therein, together with such other 6162   powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Par-6163   ties. 6164   Section 10.3 Use of Discretion. 6165   (a) No Action without Instructions.  The Administrative Agent shall not be required 6166   to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or 6167   collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pur-6168   suant to instructions from the Required Lenders (or, where expressly required by the terms of this Agree-6169   ment, a greater proportion of the Lenders). 6170   (b) Right Not to Follow Certain Instructions.  Notwithstanding clause (a) above, the 6171   Administrative Agent shall not be required to take, or to omit to take, any action (i) unless, upon demand, 6172   the Administrative Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent 6173   applicable and acceptable to the Administrative Agent, any other Secured Party) against all Liabilities 6174   that, by reason of such action or omission, may be imposed on, incurred by or asserted against the Admin-6175   istrative Agent or any Related Person thereof or (ii) that is, in the opinion of the Administrative Agent or 6176   its counsel, contrary to any Loan Document or applicable Requirement of Law. 6177   Section 10.4 Delegation of Rights and Duties.  The Administrative Agent may, upon any term 6178   or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or 6179   perform any of its duties or any other action with respect to, any Loan Document by or through any trus-6180   tee, co-agent, employee, attorney-in-fact and any other Person (including any Secured Party).  Any such 6181   Person shall benefit from this Article 10 to the extent provided by the Administrative Agent. 6182   Section 10.5 Reliance and Liability. 6183   (a) The Administrative Agent may, without incurring any liability hereunder, (i) treat 6184   the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e), 6185   (ii) rely on the Register to the extent set forth in Section 2.14, (iii) consult with any of its Related Persons 6186   and, whether or not selected by it, any other advisors, accountants and other experts (including advisors 6187   to, and accountants and experts engaged by, any Loan Party) and (iv) rely and act upon any document and 6188   information (including those transmitted by Electronic Transmission) and any telephone message or con-6189   versation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by 6190   the appropriate parties. 6191   (b) None of the Administrative Agent and its Related Persons shall be liable for any 6192   action taken or omitted to be taken by any of them under or in connection with any Loan Document, and 6193     





 







   -138-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   each Lender, L/C Issuer and the Borrower hereby waive and shall not assert (and the Borrower shall cause 6194   each other Loan Party to waive and agree not to assert) any right, claim or cause of action based thereon, 6195   except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of 6196   the Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-6197   appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set 6198   forth herein.  Without limiting the foregoing, the Administrative Agent: 6199   (i) shall not be responsible or otherwise incur liability for any action or omission 6200   taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of 6201   any of its Related Persons selected with reasonable care (other than employees, officers and di-6202   rectors of the Administrative Agent, when acting on behalf of the Administrative Agent); 6203   (ii) shall not be responsible to any Secured Party for the due execution, legality, va-6204   lidity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, per-6205   fection or priority of any Lien created or purported to be created under or in connection with, any 6206   Loan Document; 6207   (iii) makes no warranty or representation, and shall not be responsible, to any Secured 6208   Party for any statement, document, information, representation or warranty made or furnished by 6209   or on behalf of any Related Person or any Loan Party in connection with any Loan Document or 6210   any transaction contemplated therein or any other document or information with respect to any 6211   Loan Party, whether or not transmitted or (except for documents expressly required under any 6212   Loan Document to be transmitted to the Lenders) omitted to be transmitted by the Administrative 6213   Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature 6214   or results of any due diligence performed by the Administrative Agent in connection with the 6215   Loan Documents; and 6216   (iv) shall not have any duty to ascertain or to inquire as to the performance or ob-6217   servance of any provision of any Loan Document, whether any condition set forth in any Loan 6218   Document is satisfied or waived, as to the financial condition of any Loan Party or as to the exist-6219   ence or continuation or possible occurrence or continuation of any Default or Event of Default 6220   and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it 6221   has received a notice from the Borrower, any Lender or L/C Issuer describing such Default or 6222   Event of Default clearly labeled “notice of default” (in which case the Administrative Agent shall 6223   promptly give notice of such receipt to all Lenders); 6224   and, for each of the items set forth in clauses (i) through (iv) above, each Lender, L/C Issuer and the Bor-6225   rower hereby waive and agree not to assert (and the Borrower shall cause each other Loan Party to waive 6226   and agree not to assert) any right, claim or cause of action it might have against the Administrative Agent 6227   based thereon. 6228   Section 10.6 Administrative Agent Individually.  The Administrative Agent and its Affiliates 6229   may make loans and other extensions of credit to, acquire Stock and Stock Equivalents of, engage in any 6230   kind of business with, any Loan Party or Affiliate thereof as though it were not acting as Administrative 6231   Agent and may receive separate fees and other payments therefor.  To the extent the Administrative 6232   Agent or any of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and 6233   may exercise the same rights and powers hereunder and shall be subject to the same obligations and lia-6234   bilities as any other Lender and the terms “Lender,” “Revolving Credit Lender,” “Required Lender,” and 6235   “Required Revolving Credit Lender” and any similar terms shall, except where otherwise expressly pro-6236   vided in any Loan Document, include, without limitation, the Administrative Agent or such Affiliate, as 6237     





 







   -139-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   the case may be, in its individual capacity as Lender, Revolving Credit Lender or as one of the Required 6238   Lenders or Required Revolving Credit Lenders respectively. 6239   Section 10.7 Lender Credit Decision.  Each Lender and each L/C Issuer acknowledges that it 6240   shall, independently and without reliance upon the Administrative Agent, any Lender or L/C Issuer or any 6241   of their Related Persons or upon any document (including the Disclosure Documents) solely or in part 6242   because such document was transmitted by the Administrative Agent or any of its Related Persons, con-6243   duct its own independent investigation of the financial condition and affairs of each Loan Party and make 6244   and continue to make its own credit decisions in connection with entering into, and taking or not taking 6245   any action under, any Loan Document or with respect to any transaction contemplated in any Loan Doc-6246   ument, in each case based on such documents and information as it shall deem appropriate.  Except for 6247   documents expressly required by any Loan Document to be transmitted by the Administrative Agent to 6248   the Lenders or L/C Issuers, the Administrative Agent shall not have any duty or responsibility to provide 6249   any Lender or L/C Issuer with any credit or other information concerning the business, prospects, opera-6250   tions, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any 6251   Loan Party that may come in to the possession of the Administrative Agent or any of its Related Persons. 6252   Section 10.8 Expenses; Indemnities. 6253   (a) Each Lender agrees to reimburse the Administrative Agent and each of its Relat-6254   ed Persons (to the extent not reimbursed by any Loan Party) promptly upon demand for such Lender’s 6255   Pro Rata Share with respect to the Facilities of any costs and expenses (including fees, charges and dis-6256   bursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, 6257   any Loan Party) that may be incurred by the Administrative Agent or any of its Related Persons in con-6258   nection with the preparation, syndication, execution, delivery, administration, modification, consent, 6259   waiver or enforcement of, or the taking of any other action (whether through negotiations, through any 6260   work-out, bankruptcy, restructuring or other legal or other proceeding (including without limitation, prep-6261   aration for and/or response to any subpoena or request for document production relating thereto) or oth-6262   erwise) in respect of, or legal advice with respect to its rights or responsibilities under, any Loan Docu-6263   ment. 6264   (b) Each Lender further agrees to indemnify the Administrative Agent and each of its 6265   Related Persons (to the extent not reimbursed by any Loan Party), from and against such Lender’s aggre-6266   gate Pro Rata Share with respect to the Facilities of the Liabilities (including to the extent not indemnified 6267   pursuant to Section 10.8(c), taxes, interests and penalties imposed for not properly withholding or backup 6268   withholding on payments made to on or for the account of any Lender) that may be imposed on, incurred 6269   by or asserted against the Administrative Agent or any of its Related Persons in any matter relating to or 6270   arising out of, in connection with or as a result of any Loan Document, any Related Document or any oth-6271   er act, event or transaction related, contemplated in or attendant to any such document, or, in each case, 6272   any action taken or omitted to be taken by the Administrative Agent or any of its Related Persons under 6273   or with respect to any of the foregoing; provided, however, that no Lender shall be liable to the Adminis-6274   trative Agent or any of its Related Persons to the extent such liability has resulted primarily from the 6275   gross negligence or willful misconduct of the Administrative Agent or, as the case may be, such Related 6276   Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. 6277   (c) To the extent required by any applicable law, the Administrative Agent may 6278   withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax.  If 6279   any payment is made to any Lender by the Administrative Agent without the applicable withholding Tax 6280   being withheld from such payment and the Administrative Agent has paid over the applicable withholding 6281   Tax to the IRS or any other Governmental Authority, or the IRS or any other Governmental Authority 6282   asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for 6283     





 







   -140-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   the account of any Lender because the appropriate form was not delivered or was not properly executed 6284   or because such Lender failed to notify the Administrative Agent of a change in circumstance which ren-6285   dered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such 6286   Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the 6287   Administrative Agent as Tax or otherwise, including any penalties or interest and together with all ex-6288   penses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.  The Ad-6289   ministrative Agent may offset against any payment to any Lender under a Loan Document, any applicable 6290   withholding Tax that was required to be withheld from any prior payment to such Lender but which was 6291   not so withheld, as well as any other amounts for which the Administrative Agent is entitled to indemnifi-6292   cation from such Lender under this Section 10.8(c). 6293   Section 10.9 Resignation of Administrative Agent or L/C Issuer. 6294   (a) The Administrative Agent may resign at any time by delivering notice of such 6295   resignation to the Lenders and the Borrower, effective on the date set forth in such notice or, if no such 6296   date is set forth therein, upon the date such notice shall be effective in accordance with the terms of this 6297   Section 10.9.  If the Administrative Agent delivers any such notice, the Required Lenders shall have the 6298   right to appoint a successor Administrative Agent from among the Lenders (it being agreed that if the 6299   Administrative Agent (or any Person that directly or indirectly controls the Administrative Agent) (a) be-6300   comes subject to a voluntary or involuntary case under the Bankruptcy Code or any similar bankruptcy 6301   laws, (b) has appointed a custodian, conservator, receiver or similar official for such Person or any sub-6302   stantial part of such Person’s assets or (c) makes a general assignment for the benefit of creditors, is liqui-6303   dated, or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory 6304   authority over such Person or its assets to be, insolvent or bankrupt, the Borrower shall have the right to 6305   remove the Administrative Agent and appoint a successor Administrative Agent (such successor Admin-6306   istrative Agent to be approved by the Required Lenders).  If, after 30 days after the date of the retiring 6307   Administrative Agent’s notice of resignation, no successor Administrative Agent has been appointed by 6308   the Required Lenders that has accepted such appointment, then the retiring Administrative Agent may, on 6309   behalf of the Lenders, appoint a successor Administrative Agent.  Each appointment under this clause (a) 6310   shall be subject to the prior consent of the Borrower, which may not be unreasonably withheld but shall 6311   not be required during the continuance of a Default. 6312   (b) Effective immediately upon its resignation, (i) the retiring Administrative Agent 6313   shall be discharged from its duties and obligations under the Loan Documents, (ii) the Lenders shall as-6314   sume and perform all of the duties of the Administrative Agent until a successor Administrative Agent 6315   shall have accepted a valid appointment hereunder, (iii) the retiring Administrative Agent and its Related 6316   Persons shall no longer have the benefit of any provision of any Loan Document other than with respect 6317   to any actions taken or omitted to be taken while such retiring Administrative Agent was, or because such 6318   Administrative Agent had been, validly acting as Administrative Agent under the Loan Documents and 6319   (iv) subject to its rights under Section 10.3, the retiring Administrative Agent shall take such action as 6320   may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative 6321   Agent under the Loan Documents.  Effective immediately upon its acceptance of a valid appointment as 6322   Administrative Agent, a successor Administrative Agent shall succeed to, and become vested with, all the 6323   rights, powers, privileges and duties of the retiring Administrative Agent under the Loan Documents. 6324   (c) Any L/C Issuer may resign at any time by delivering notice of such resignation to 6325   the Administrative Agent, effective on the date set forth in such notice or, if no such date is set forth 6326   therein, on the date such notice shall be effective.  Upon such resignation, the L/C Issuer shall remain an 6327   L/C Issuer and shall retain its rights and obligations in its capacity as such (other than any obligation to 6328   Issue Letters of Credit but including the right to receive fees or to have Lenders participate in any L/C 6329   Reimbursement Obligation thereof) with respect to Letters of Credit Issued by such L/C Issuer prior to the 6330     





 







   -141-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   date of such resignation and shall otherwise be discharged from all other duties and obligations under the 6331   Loan Documents. 6332   Section 10.10 Release of Collateral or Guarantors.  Each Lender and L/C Issuer hereby con-6333   sents to the automatic release and hereby directs the Administrative Agent to release (or, in the case of 6334   clause (b)(ii) below, release or subordinate) the following: 6335   (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Loan 6336   Party if all of the Securities of such Subsidiary owned by Borrower or any Restricted Subsidiary 6337   are Sold in a Sale not prohibited under the Loan Documents (including pursuant to a waiver or 6338   consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required 6339   to guaranty any Obligations pursuant to Section 7.10; 6340   (b) any Lien held by the Administrative Agent for the benefit of the Secured Parties 6341   against (i) any Collateral that is Sold by a Loan Party to a Person that is not a Loan Party in a Sale 6342   not prohibited by the Loan Documents (including pursuant to a valid waiver or consent), to the 6343   extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving ef-6344   fect to such Sale have been granted, (ii) on property (y) subject to a Lien permitted hereunder in 6345   reliance on Section 8.2(k) to the extent and for so long as the terms of the Indebtedness secured 6346   by such Liens do not permit the Lien of the Administrative Agent on such property or (z) to the 6347   extent and for so long as it constitutes an Excluded Property (as defined in the Guaranty and Se-6348   curity Agreement) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the 6349   Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obliga-6350   tions and all other Obligations (other than amounts due and payable with respect to Letters of 6351   Credit that have been cash collateralized or for which a backstop letter of credit reasonably satis-6352   factory to the applicable L/C Issuer is in place or contingent indemnification obligations for 6353   claims not yet asserted) that the Administrative Agent has been notified (by or on behalf of the 6354   holder of such Obligations) in writing are then due and payable, (C) deposit of cash collateral 6355   with respect to all contingent Obligations (or, in the case of any L/C Obligation, a back-up letter 6356   of credit has been issued and delivered to the Administrative Agent, or in the case of contingent 6357   Obligations arising under Secured Hedging Agreements, any other arrangements satisfactory to 6358   the applicable Secured Hedging Counterparty shall have been made), in amounts and on terms 6359   and conditions and with parties reasonably satisfactory to the Administrative Agent (or, in the 6360   case of contingent Obligations arising under Secured Hedging Agreements, satisfactory to the ap-6361   plicable Secured Hedging Counterparty) and each Indemnitee that is owed such Obligations and 6362   (D) to the extent requested by the Administrative Agent, receipt by the Secured Parties of cus-6363   tomary liability releases from the Loan Parties each in form and substance reasonably acceptable 6364   to the Administrative Agent; and 6365   (c) (i) a Restricted Subsidiary from its guaranty of any Obligation of any Loan Party 6366   if such Restricted Subsidiary is designated as an Unrestricted Subsidiary or an Immaterial Subsid-6367   iary in accordance with this Agreement or (ii) a Guarantor from its guaranty of any Obligation of 6368   any Loan Party that has been re-designated (at the option, and in the sole discretion, of the Bor-6369   rower in accordance with Section 7.10) as an Excluded Subsidiary, together with the release of 6370   such Subsidiary from its obligations under the Guaranty and Security Agreement and each other 6371   Loan Document to which it may be a party and, to the extent such Subsidiary’s Stock was 6372   pledged (or otherwise secured) as Collateral, the release of such pledge (or other security).   6373   Each Lender and L/C Issuer hereby directs the Administrative Agent, and the Administrative Agent here-6374   by agrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file 6375     





 







   -142-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   such documents and to perform other actions reasonably necessary to release the guaranties and Liens 6376   when and as directed in this Section 10.10. 6377   Section 10.11 Additional Secured Parties.  The benefit of the provisions of the Loan Documents 6378   directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any 6379   Secured Party that is not a Lender or L/C Issuer as long as, by accepting such benefits, such Secured Party 6380   agrees, as among the Administrative Agent and all other Secured Parties, that such Secured Party is bound 6381   by (and, if requested by the Administrative Agent, (except in the case of Secured Hedging Counterparties) 6382   shall confirm such agreement in a writing in form and substance acceptable to the Administrative Agent) 6383   this Article 10, Section 11.8, Section 11.9 and Section 11.20 and the decisions and actions of the Admin-6384   istrative Agent and the Required Lenders (or, where expressly required by the terms of this Agreement, a 6385   greater proportion of the Lenders) to the same extent a Lender is bound; provided, however, that, notwith-6386   standing the foregoing, (a) such Secured Party shall be bound by Section 10.8 only to the extent of Liabil-6387   ities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such 6388   Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any 6389   concept of Pro Rata Share or similar concept, (b) except as set forth specifically herein, each of the Ad-6390   ministrative Agent, the Lenders and the L/C Issuers shall be entitled to act at its sole discretion, without 6391   regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party 6392   thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is oth-6393   erwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any 6394   such Obligation and (c) except as set forth specifically herein, such Secured Party shall not have any right 6395   to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in re-6396   spect of the Collateral or under any Loan Document. 6397   ARTICLE 11 6398    6399   MISCELLANEOUS 6400   Section 11.1 Amendments, Waivers, Etc.  6401   (a) No amendment or waiver of any provision of any Loan Document (other than the 6402   Fee Letter and the L/C Reimbursement Agreements) and no consent to any departure by any Loan Party 6403   therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amend-6404   ment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien 6405   for the benefit of the Secured Parties or extending an existing Lien over additional property, by the Ad-6406   ministrative Agent and the Borrower, (2) in the case of any other waiver or consent, by the Required 6407   Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (3) in the case of 6408   any other amendment, by the Required Lenders (or by the Administrative Agent with the consent of the 6409   Required Lenders) and the Borrower; provided, however, that no amendment, consent or waiver de-6410   scribed in clause (2) or (3) above shall, unless in writing and signed by each Lender directly affected 6411   thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person 6412   the signature of which is otherwise required pursuant to any Loan Document, do any of the following: 6413   (i) waive any condition specified in Section 3.1; 6414   (ii) subject such Lender to any increase in Commitments or funding obligations; 6415   (iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the 6416   principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or 6417   not on a fixed date), any outstanding Loan owing to such Lender, (B) any fee or accrued interest 6418   payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimburse-6419     





 







   -143-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   ment Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any 6420   L/C Reimbursement Obligation; provided, however, that this clause (iii) does not apply to (x) any 6421   change to any provision increasing any interest rate or fee during the continuance of an Event of 6422   Default or to any payment of any such increase (including any waiver of default interest under 6423   Section 2.9(c) which shall only require the consent of the Required Lenders) or (y) any modifica-6424   tion to the financial covenant set forth in Article 5 or in any definition set forth therein or princi-6425   pally used therein; 6426   (iv) waive or postpone any scheduled maturity date or other scheduled date fixed for 6427   the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such 6428   Lender or for the reduction of such Lender’s Commitment; provided, however, that this clause 6429   (iv) does not apply to any change to mandatory prepayments, including those required under Sec-6430   tion 2.8, or to the application of any payment, including as set forth in Section 2.12; 6431   (v) except as provided in Section 10.10, release all or substantially all of the Collat-6432   eral or the value of all or substantially all of the Guarantors from their guaranty of any Obligation 6433   of the Borrower; 6434   (vi) reduce or increase the proportion of Lenders required for the Lenders (or any 6435   subset thereof) to take any action hereunder or change the definition of the terms “Required 6436   Lenders,” “Pro Rata Share” or “Pro Rata Outstandings”; 6437   (vii) amend Section 10.10, Section 11.9 or this Section 11.1; or 6438   (viii) amend Section 2.12 (c); 6439   and provided, further, that (w)(A) any waiver of any payment applied pursuant to Section 2.12(b) (Appli-6440   cation of Mandatory Prepayments) to, and any modification of the application of any such payment to the 6441   Revolving Loans shall require the consent of the Required Revolving Credit Lenders, (B) any change to 6442   the definition of the term “Required Revolving Credit Lender” shall require the consent of the Required 6443   Revolving Credit Lenders and (C) any amendment, waiver or consent to any provision of this Agreement 6444   (including Section 2.12 and Section 11.9) that permits the Borrower or any of its Affiliates to purchase 6445   Loans on a non-pro rata basis, become an eligible assignee pursuant to Section 11.2 and/or make offers to 6446   make optional prepayments on a non-pro rata basis shall require the prior written consent of the Required 6447   Lenders rather than the prior written consent of each Lender directly affected thereby, (x) no amendment, 6448   waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, the 6449   Administrative Agent (or otherwise modify any provision of Article 10 or the application thereof), the 6450   Swingline Lender, any L/C Issuer or any SPV that has been granted an option pursuant to Section 11.2(g) 6451   unless in writing and signed by the Administrative Agent, the Swingline Lender, such L/C Issuer or, as 6452   the case may be, such SPV in addition to any signature otherwise required, (y) the consent of the Borrow-6453   er shall not be required to change any order of priority set forth in Section 2.12.  No amendment, modifi-6454   cation or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations 6455   arising under Secured Hedging Agreements resulting in such Obligations becoming junior in right of 6456   payment to principal of the Loans or resulting in Obligations owing to any Secured Hedging Counterparty 6457   becoming unsecured (other than releases of Liens applicable to all Lenders and otherwise permitted in 6458   accordance with the terms hereof and the terms of any other Loan Document), in each case in a manner 6459   adverse to any Secured Hedging Counterparty, shall be effective without the written consent of such Se-6460   cured Hedging Counterparty or, in the case of a Secured Hedging Agreement provided or arranged by 6461   Royal Bank or an Affiliate thereof, Royal Bank.  Notwithstanding anything to the contrary herein, no 6462   Permitted Investor that is a Lender shall have any right to approve or disapprove any amendment, waiver 6463   or consent under the Loan Documents and (z) (I) no Lender consent is required to effect an Incremental 6464     





 







   -144-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Amendment, Refinancing Amendment or Extension Amendment (except as expressly provided in Sec-6465   tion 2.19, 2.20, or 2.21, as applicable) and (II) in connection with an amendment that addresses solely a 6466   re-pricing transaction and any related amendments in which any Class of Term Loans is refinanced with a 6467   replacement Class of term loans bearing (or is modified in such a manner such that the resulting term 6468   loans bear) a lower All-In Yield (a “Permitted Repricing Amendment”), only the consent of the Lenders 6469   holding Term Loans subject to such permitted repricing transaction that will continue as a Lender in re-6470   spect of the repriced tranche of Term Loans or modified Term Loans shall be required for such Permitted 6471   Repricing Amendment. 6472   In addition, this Agreement may be amended with the written consent of the Administrative 6473   Agent, the Borrower and the Required Lenders to (A) add one or more additional credit facilities to this 6474   Agreement and to permit the extensions of credit from time to time outstanding thereunder and the out-6475   standing principal and accrued interest and fees in respect thereof to share ratably in the benefits of this 6476   Agreement and the other Loan Documents with the Revolving Loans and the accrued interest and fees in 6477   respect thereof and (B) include appropriately the Lenders holding such credit facilities in any determina-6478   tion of the Required Lenders. 6479   In addition, notwithstanding the foregoing, this Agreement may be amended with the written con-6480   sent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Term Loans 6481   (as defined below) to permit the refinancing of all or a portion of the outstanding Term Loans of any 6482   Class (“Refinanced Term Loans”) with one or more tranches of replacement term loans (“Replacement 6483   Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term 6484   Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans (plus accrued in-6485   terest, fees, expenses and premium), (b) the Applicable Margin for such Replacement Term Loans shall 6486   not be higher than the Applicable Margin for such Refinanced Term Loans unless the maturity of the Re-6487   placement Term Loans is at least one year later than the maturity of the Refinanced Term Loans, (c) the 6488   Weighted Average Life to Maturity of Replacement Term Loans shall not be shorter than the Weighted 6489   Average Life to Maturity of such Refinanced Term Loans, at the time of such refinancing (except by vir-6490   tue of amortization or prepayment of the Refinanced Term Loans prior to the time of such incurrence) and 6491   (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less 6492   favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Re-6493   financed Term Loans, except to the extent necessary to provide for covenants and other terms applicable 6494   to any period after the Latest Maturity Date of the Term Loans in effect immediately prior to such refi-6495   nancing. 6496   (b) Notwithstanding the foregoing, the Required Revolving Credit Lenders may 6497   amend, waive or otherwise modify Sections 5.1 and 9.5 and the defined terms used solely for purposes of 6498   Sections 5.1 and 9.5 or waive any Default or Event of Default resulting from a breach of Sections 5.1 and 6499   9.5 without the consent of any Lenders other than the Required Revolving Credit Lenders.  6500   (c) Each waiver or consent under any Loan Document shall be effective only in the 6501   specific instance and for the specific purpose for which it was given.  No notice to or demand on any 6502   Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circum-6503   stances.  No failure on the part of any Secured Party to exercise, and no delay in exercising, any right 6504   hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right pre-6505   clude any other or further exercise thereof or the exercise of any other right. 6506   Section 11.2 Assignments and Participations; Binding Effect. 6507   (a) Binding Effect.  This Agreement shall become effective when it shall have been 6508   executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have 6509     





 







   -145-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   been notified by each Lender and L/C Issuer that such Lender or L/C Issuer has executed it.  Thereafter, it 6510   shall be binding upon and inure to the benefit of, but only to the benefit of the Borrower (in each case ex-6511   cept for Article 10), the Administrative Agent, each Lender and L/C Issuer and, to the extent provided in 6512   Section 10.11, each other Indemnitee and Secured Party and, in each case, their respective successors and 6513   permitted assigns.  Except as expressly provided in any Loan Document (including in Section 10.9), none 6514   of the Borrower, any L/C Issuer or the Administrative Agent shall have the right to assign any rights or 6515   obligations hereunder or any interest herein. 6516   (b) Right to Assign.  Each Lender may sell, transfer, negotiate or assign all or a por-6517   tion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights 6518   and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than (x) a 6519   Non-Funding Lender or Impacted Lender and (y) the Borrower, the Permitted Investors or any of their 6520   respective Affiliates except pursuant to a Permitted Loan Retirement or subclause (iii) below), (ii) any 6521   Affiliate or Approved Fund of any existing Lender (other than (x) a Non-Funding Lender or Impacted 6522   Lender and (y) the Borrower, the Permitted Investors or any of their respective Affiliates except pursuant 6523   to a Permitted Loan Retirement or subclause (iii) below), (iii) Sponsor and its Affiliates, including Spon-6524   sor-affiliated debt funds, other than Borrower, Guarantors and their Subsidiaries (“Affiliate Lenders”); 6525   provided that (1) after giving effect to such assignment and to all other assignments with all Affiliate 6526   Lenders, the aggregate principal amount of all Term Loans of any Class then held by all Affiliate Lenders 6527   shall not exceed 25% of the aggregate unpaid principal amount of the Term Loans of such Class then out-6528   standing, (2) all parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or 6529   any such disclaimers shall be incorporated into the terms of the Assignment, (3) no Revolving Loans or 6530   Revolving Credit Commitments shall be assigned to any Affiliate Lender, (4) Term Loans shall be held 6531   by no more than two Affiliate Lenders, (5) no proceeds of Revolving Loans shall be used, directly or indi-6532   rectly, to consummate such assignment, (6) any Loans assigned to the Borrower or any of its Subsidiaries 6533   shall be cancelled promptly upon such assignment, (7) in the event that any proceeding under the Bank-6534   ruptcy Code shall be instituted by or against the Borrower or any other Guarantor, each Affiliate Lender 6535   shall acknowledge and agree that they are each “insiders” under Section 101(31) of the Bankruptcy Code 6536   and, as such, the claims associated with the Loans and Commitments owned by it shall not be included in 6537   determining whether the applicable class of creditors holding such claims has voted to accept a proposed 6538   plan for purposes of Section 1129(a)(10) of the Bankruptcy Code, or, alternatively, to the extent that the 6539   foregoing designation is deemed unenforceable for any reason, each Affiliate Lender shall vote in such 6540   proceedings in the same proportion as the allocation of voting with respect to such matter by those Lend-6541   ers who are not Affiliate Lenders, except to the extent that any plan of reorganization proposes to treat the 6542   Obligations held by such Affiliate Lender in a manner that is less favorable in any material respect to such 6543   Affiliate Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliate 6544   Lenders, (8) such Affiliate Lender will not be entitled to receive information provided solely to Lenders 6545   and will not be permitted to attend or participate in (or receive any notice of) Lender meetings or confer-6546   ence calls, (9) Affiliate Lenders will not be permitted to vote on matters submitted to Lenders for consid-6547   eration and their Term Loans shall be disregarded in determining other Lenders’ Commitment and Loan 6548   percentages; provided that the commitments of any Affiliate Lender shall not be increased, the due dates 6549   for payments of interest and scheduled amortization (including at maturity) owed to any Affiliate Lender 6550   will not be extended and the amounts owing to any Affiliate Lender will not be reduced without the con-6551   sent of such Affiliate Lender, (10) for purposes of any amendment, waiver or modification of any Loan 6552   Document that does not in each case adversely affect such Affiliate Lender (in its capacity as a Lender) in 6553   any material respect as compared to other Lenders, such Affiliate Lender will be deemed to have voted in 6554   the same proportion as the Lenders that are not Affiliate Lenders voting on such matter, and (11) as a 6555   condition to each assignment to an Affiliate Lender, the Administrative Agent shall have been provided a 6556   notice in connection with each assignment to an Affiliate Lender or a Person that upon effectiveness of 6557   such assignment would constitute an Affiliate Lender pursuant to which such Affiliate Lender shall waive 6558   any right to bring any action in connection with such Term Loans against the Administrative Agent in its 6559     





 







   -146-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   capacity as such, or (iv) any other Person (other than the Borrower, the Permitted Investors or any of their 6560   respective Affiliates except pursuant to a Permitted Loan Retirement or subclause (iii) above) acceptable 6561   (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as 6562   long as no Event of Default is continuing, the Borrower (which acceptance shall be deemed to have been 6563   given if the Borrower has not responded within ten (10) Business Days of a request for such acceptance) 6564   and, with respect to Sales of Revolving Credit Commitments, each Swingline Lender and each L/C Issuer 6565   that is a Lender; provided, however, that (x) such Sales do not have to be ratable between the Facilities 6566   but must be ratable among the obligations owing to and owed by such Lender with respect to a Facility, 6567   (y) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Com-6568   mitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject 6569   to each such assignment (determined as of the date the Assignment with respect to such assignment is 6570   delivered to the Administrative Agent) shall not be less than $2,500,000 (in the case of each Revolving 6571   Loan), $1,000,000 (in the case of a Term Loan), and shall be in increments of an amount of $2,500,000 6572   (in the case of each Revolving Loan) or $1,000,000 (in the case of Term Loans), in excess thereof unless 6573   each of the Borrower and the Administrative Agent otherwise consents; provided that such amounts shall 6574   be aggregated in respect of each Lender and its Affiliates or Approved Funds, of any existing Lender, is 6575   of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is 6576   made with the prior consent of the Borrower (to the extent the Borrower’s consent is otherwise required) 6577   and the Administrative Agent and (z) such Sales by Lenders who are Non-Funding Lenders due to clause 6578   (a) of the definition of “Non-Funding Lender” shall be subject to the Administrative Agent’s and the Bor-6579   rower’s prior written consent in all instances, unless in connection with such sale, such “Non-Funding 6580   Lender” cures, or causes the cure of, its Non-Funding Lender status as contemplated in Section 2.2(c)(v).  6581   The Administrative Agent’s refusal to accept a Sale to a Loan Party, an Affiliate of a Loan Party (other 6582   than an Affiliate Lender pursuant to an assignment in accordance with clause (iii) of the first sentence of 6583   this paragraph), a holder of Subordinated Debt or an Affiliate of such a holder, or to a Person that would 6584   be (or could reasonably be expected to become) a Non-Funding Lender or an Impacted Lender, or the 6585   imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall 6586   not be deemed to be unreasonable.  Notwithstanding anything to the contrary contained herein, Royal 6587   Bank shall have the absolute right, without obligation to obtain any consent of the Loan Parties or any 6588   Lender, to sell or assign to third parties such portion of Royal Bank’s Commitments and Loans as Royal 6589   Bank deems necessary to enable Royal Bank and its Affiliates to ensure that they have no attributable 6590   stake in the Borrower for purposes of the regulations of the FCC, or any successor agency thereto, or to 6591   otherwise comply with FCC regulations.  Notwithstanding anything to the contrary in the Loan Docu-6592   ments, any Term Loans assigned to an Affiliate Lender in accordance with Section 11.2(b) may be con-6593   tributed to Borrower (or any of its direct or indirect parents) as a common capital contribution and be ex-6594   changed for Stock (other than Disqualified Stock) of the Borrower (or any of its direct or indirect parents) 6595   to the extent otherwise permitted herein. 6596   (c) Each Lender participating in any assignment to Affiliate Lenders acknowledges 6597   and agrees that in connection with such assignment, (1) the Affiliate Lenders then may have, and later 6598   may come into possession of information regarding the Borrower, the Sponsor, their respective Affiliates 6599   not known to such Lender and that may be material to a decision by such Lender to participate in such 6600   prepayment (including Material Non-Public Information) (“Excluded Information”), (2) such Lender has 6601   independently, and without reliance on the Affiliate Lenders or any of their Subsidiaries, the Borrower or 6602   any of its Subsidiaries, the Administrative Agent or any other Agent-Related Persons, made its own anal-6603   ysis and determination to participate in such assignment notwithstanding such Lender’s lack of 6604   knowledge of the Excluded Information, (3) none of the Affiliate Lenders or any of their Subsidiaries, the 6605   Borrower or any of its Subsidiaries shall be required to make any representation that it is not in posses-6606   sion of Excluded Information, (4) none of the Affiliate Lenders or any of their Subsidiaries, the Borrower 6607   or its Subsidiaries, the Administrative Agent or any other Agent-Related Persons shall have any liability 6608   to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims 6609     





 







   -147-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   such Lender may have against the Affiliate Lenders and any of their Subsidiaries, a Holdco, the Borrower 6610   and their respective Subsidiaries, the Administrative Agent and any other Agent-Related Persons, under 6611   applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (5) that 6612   the Excluded Information may not be available to the Administrative Agent or the other Lenders. 6613   (d) Procedure.  The parties to each Sale made in reliance on clause (b) above (other 6614   than those described in clause (f) or (g) below) shall execute and deliver to the Administrative Agent an 6615   Assignment via an electronic settlement system designated by the Administrative Agent (or if previously 6616   agreed with the Administrative Agent, via a manual execution and delivery of the assignment) evidencing 6617   such Sale, together with any existing Note subject to such Sale (or any affidavit of loss therefor accepta-6618   ble to the Administrative Agent), any tax forms required to be delivered pursuant to Section 2.17(f) and 6619   payment of an assignment fee in the amount of $3,500, provided that if a Sale by a Lender is made to an 6620   Affiliate or an Approved Fund of such assigning Lender, then no assignment fee shall be due in connec-6621   tion with such Sale.  Upon receipt of all the foregoing, and conditioned upon such receipt and, if such as-6622   signment is made in accordance with Section 11.2(b)(iv), upon the Administrative Agent (and the Bor-6623   rower, if applicable) consenting to such Assignment, from and after the effective date specified in such 6624   Assignment, the Administrative Agent shall record or cause to be recorded in the Register the information 6625   contained in such Assignment. 6626   (e) Effectiveness.  Subject to the recording of an Assignment by the Administrative 6627   Agent in the Register pursuant to Section 2.14(b), (i) the assignee thereunder shall become a party hereto 6628   and, to the extent that rights and obligations under the Loan Documents have been assigned to such as-6629   signee pursuant to such Assignment, shall have the rights and obligations of a Lender, (ii) any applicable 6630   Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the 6631   extent that rights and obligations under this Agreement have been assigned by it pursuant to such As-6632   signment, relinquish its rights (except for those surviving the termination of the Commitments and the 6633   payment in full of the Obligations) and be released from its obligations under the Loan Documents, other 6634   than those relating to events or circumstances occurring prior to such assignment (and, in the case of an 6635   Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under 6636   the Loan Documents, such Lender shall cease to be a party hereto except that each Lender agrees to re-6637   main bound by Article 10, Section 11.8 and Section 11.9 to the extent provided in Section 10.11). 6638   (f) Grant of Security Interests.  In addition to the other rights provided in this Sec-6639   tion 11.2, each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights 6640   under this Agreement, whether now owned or hereafter acquired (including rights to payments of princi-6641   pal or interest on the Loans), to (A) any federal reserve bank (pursuant to Regulation A of the Federal 6642   Reserve Board) or any central bank having jurisdiction over such Lender, without notice to the Adminis-6643   trative Agent or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Securities by 6644   notice to the Administrative Agent; provided, however, that no such holder or trustee, whether because of 6645   such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assign-6646   ment in accordance with clause (b) above), shall be entitled to any rights of such Lender hereunder and no 6647   such Lender shall be relieved of any of its obligations hereunder. 6648   (g) Participants and SPVs.  In addition to the other rights provided in this Sec-6649   tion 11.2, each Lender may, (x) with notice to the Administrative Agent, grant to an SPV the option to 6650   make all or any part of any Loan that such Lender would otherwise be required to make hereunder (and 6651   the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obli-6652   gation of such Lender to make such Loans hereunder) and such SPV may assign to such Lender the right 6653   to receive payment with respect to any Obligation and (y) without notice to or consent from the Adminis-6654   trative Agent or the Borrower, sell participations to one or more Persons in or to all or a portion of its 6655   rights and obligations under the Loan Documents (including all its rights and obligations with respect to 6656     





 







   -148-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   the Revolving Loans and Letters of Credit); provided, however, that, whether as a result of any term of 6657   any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a com-6658   mitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as pro-6659   vided in the applicable option agreement, none shall be liable for any obligation of such Lender hereun-6660   der, (ii) such Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the 6661   Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other 6662   party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obliga-6663   tions in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Sec-6664   tions 2.16 (Breakage Costs; Increased Costs; Capital Requirements) and 2.17 (Taxes), but only to the ex-6665   tent such participant or SPV delivers the tax forms such Lender is required to collect pursuant to Sec-6666   tion 2.17(f) and then only to the extent of any amount to which such Lender would be entitled in the ab-6667   sence of any such grant or participation and (B) each such SPV may receive other payments that would 6668   otherwise be made to such Lender with respect to Loans funded by such SPV to the extent provided in the 6669   applicable option agreement and set forth in a notice provided to the Administrative Agent by such SPV 6670   and such Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above) shall 6671   an SPV or participant have the right to enforce any of the terms of any Loan Document, and (iii) the con-6672   sent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s abil-6673   ity to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan 6674   Document or to exercise or refrain from exercising any powers or rights such Lender may have under or 6675   in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obliga-6676   tions), except for those described in clauses (iii) and (iv) of Section 11.1(a) with respect to amounts, or 6677   dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in 6678   the case of participants, except for those described in Section 11.1(a)(v) (or amendments, consents and 6679   waivers with respect to Section 10.10 to release all or substantially all of the Collateral).  No party hereto 6680   shall institute (and the Borrower shall cause each other Loan Party not to institute) against any SPV 6681   grantee of an option pursuant to this clause (g) any bankruptcy, reorganization, insolvency, liquidation or 6682   similar proceeding, prior to the date that is one year and one day after the payment in full of all outstand-6683   ing commercial paper of such SPV; provided, however, that each Lender having designated an SPV as 6684   such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted 6685   against, such Indemnitee as a result of failing to institute such proceeding (including a failure to get reim-6686   bursed by such SPV for any such Liability).  The agreement in the preceding sentence shall survive the 6687   termination of the Commitments and the payment in full of the Obligations. 6688   (h) Notwithstanding anything herein to the contrary (if applicable, after giving effect 6689   to any proposed assignment to an Affiliate Lender), if all Affiliate Lenders own or would own, in the ag-6690   gregate, more than 25% of the principal amount of all then outstanding Term Loans (i) in the event that an 6691   Affiliate Lender has acquired any Term Loans, the assignment of such Term Loans that would cause the 6692   aggregate principal amount of Term Loans owned by Affiliate Lenders to be in excess of 25% of the prin-6693   cipal amount of all then outstanding Term Loans shall be null and void ab initio to the extent of the prin-6694   cipal amount of such Term Loans that are in excess of such 25% threshold and (ii) if such threshold is 6695   exceeded solely as a result of a Lender becoming an Affiliate Lender after it has acquired Term Loans, 6696   such Affiliate Lender shall use commercially reasonable efforts to assign sufficient Term Loans within 6697   thirty (30) days of the date such threshold is exceeded so that Affiliate Lenders in the aggregate own less 6698   than 25% of the aggregate principal amount of Term Loans then outstanding; provided that in order to 6699   comply with the obligation to use commercially reasonable efforts to assign Term Loans, such Affiliate 6700   Lender shall offer to assign the relevant Term Loans to the then-current Term Loan Lenders in addition to 6701   potential new lenders; provided, further that there shall be no obligation for such Affiliate Lender to as-6702   sign such Term Loans at a price lower than the price such Lender paid when acquiring such Term Loans.  6703   The Administrative Agent shall not have any responsibility for monitoring any acquisition or disposition 6704   of Term Loans by any Affiliate Lender or liability for any losses suffered by any Person as a result of any 6705   purported assignment to or from an Affiliate Lender. 6706     





 







   -149-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Section 11.3 Costs and Expenses.  Any action taken by any Loan Party under or with respect 6707   to any Loan Document, even if required under any Loan Document or at the request of any Secured Party, 6708   shall be at the expense of such Loan Party, and no Secured Party shall be required under any Loan Docu-6709   ment to reimburse any Loan Party or Group Member therefor except as expressly provided therein.  In 6710   addition, the Borrower agrees to pay or reimburse, within 10 days after receipt of a reasonably detailed 6711   written invoice therefor, (a) the Administrative Agent for all reasonable and documented out-of-pocket 6712   costs and expenses incurred by it or any of its Related Persons in connection with the investigation, de-6713   velopment, preparation, negotiation, syndication, execution, interpretation or administration of, any modi-6714   fication of any term of or termination of, any Loan Document, any commitment or proposal letter there-6715   for, any other document prepared in connection therewith or the consummation and administration of any 6716   transaction contemplated therein (including periodic audits in connection therewith and environmental 6717   audits and assessments), in each case including the reasonable and documented fees, charges and dis-6718   bursements of legal counsel to the Administrative Agent or such Related Persons, fees, costs and expens-6719   es incurred in connection with Intralinks® or any other E-System and allocated to the Facilities by the 6720   Administrative Agent in its sole discretion and fees, charges and disbursements of the auditors, apprais-6721   ers, printers and other of their Related Persons retained by or on behalf of any of them or any of their Re-6722   lated Persons, (b) the Administrative Agent for all reasonable and documented costs and expenses in-6723   curred by it or any of its Related Persons in connection with internal audit reviews, field examinations and 6724   Collateral examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of 6725   such examiners, at the per diem rate per individual charged by the Administrative Agent for its examin-6726   ers); provided that, unless Event of Default has occurred, the Borrower shall only be required to reim-6727   burse the Administrative Agent for two such examinations in any calendar year and (c) each of the Ad-6728   ministrative Agent, L/C Issuer and the Lenders and their respective Related Persons for all reasonable and 6729   documented costs and expenses incurred in connection with (i) any refinancing or restructuring of the 6730   credit arrangements provided hereunder in the nature of a “work-out,” (ii) the enforcement or preservation 6731   of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any 6732   other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the tak-6733   ing of any other action (including preparation for and/or response to any subpoena or request for docu-6734   ment production relating thereto) with respect to, any proceeding (including any bankruptcy or insolvency 6735   proceeding) related to the Borrower or any Restricted Subsidiary, Loan Document, Obligation or Related 6736   Transaction, including fees and disbursements of counsel (including allocated costs of internal counsel); 6737   provided, that the Borrower shall only be responsible for the reimbursement of one counsel for the Ad-6738   ministrative Agent, the Lenders and their Related Persons as a group unless there is an actual conflict 6739   among such group members (as reasonably determined to be necessary by such Person) and then the Bor-6740   rower shall be responsible for the additional reimbursement of counsel for such conflicted group member, 6741   to the extent necessary.   6742   Section 11.4 Indemnities.   6743   (a) The Borrower agrees to indemnify, hold harmless and defend the Administrative 6744   Agent, each Lender, each L/C Issuer, each Secured Hedging Counterparty, each Person that each 6745   L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Related Persons (each 6746   such Person being an “Indemnitee”) from and against all Liabilities (including brokerage commissions, 6747   fees and other compensation) that may be imposed on, incurred by or asserted against any such Indem-6748   nitee in any matter relating to or arising out of, in connection with or as a result of any action, investiga-6749   tion, proceeding or other claim arising from or related to (i) any Loan Document, any Obligation (or the 6750   repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the use of 6751   any Letter of Credit, any Related Transaction, or any securities filing of, or with respect to, any the Bor-6752   rower or any Restricted Subsidiary, (ii) Contractual Obligation entered into in connection with any E-6753   Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other 6754   proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of 6755     





 







   -150-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, 6756   Related Person, holder or creditor is a party thereto, and whether or not based on any securities or com-6757   mercial law or regulation or any other Requirement of Law or theory thereof, including common law, eq-6758   uity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or at-6759   tendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the 6760   Borrower shall not have any liability under this Section 11.4 to any Indemnitee with respect to any In-6761   demnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other 6762   than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross neg-6763   ligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a 6764   final non-appealable judgment or order.  Furthermore, the Borrower waives and agrees not to assert 6765   against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indem-6766   nitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or as-6767   serted against any Related Person.  This Section 11.4 shall not require payment by any Loan Party for or 6768   on account of any Tax other than any Tax that represents a liability arising from any non-Tax claim. 6769   (b) Without limiting the foregoing, “Indemnified Matters” includes all Environmen-6770   tal Liabilities imposed on, incurred by or asserted against any Indemnitee, including those arising from, or 6771   otherwise involving, any property of any Related Person or any actual, alleged or prospective damage to 6772   property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous 6773   Materials on, upon or into such property or natural resource or any property on or contiguous to any real 6774   property of any Related Person, whether or not, with respect to any such Environmental Liabilities, any 6775   Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-6776   in-interest to any Related Person or the owner, lessee or operator of any property of any Related Person 6777   through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) are 6778   incurred following foreclosure by any Secured Party or following any Secured Party having become the 6779   successor-in-interest to any Loan Party and (ii) are attributable solely to the acts of any Indemnitee. 6780   Section 11.5 Survival.  Any indemnification or other protection provided to any Indemnitee 6781   pursuant to any Loan Document (including pursuant to Section 2.17 (Taxes), Section 2.16 (Breakage 6782   Costs; Increased Costs; Capital Requirements), Article 10 (The Administrative Agent), Section 11.3 6783   (Costs and Expenses), Section 11.4 (Indemnities) or this Section 11.5) shall (A) survive the termination of 6784   the Commitments and the payment in full of other Obligations and (B) inure to the benefit of any Person 6785   that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and 6786   permitted assigns. 6787   Section 11.6 Limitation of Liability for Certain Damages.  In no event shall any Indemnitee be 6788   liable on any theory of liability for any special, indirect, consequential or punitive damages (including any 6789   loss of profits, business or anticipated savings).  The Borrower hereby waives, releases and agrees (and 6790   shall cause each other Loan Party to waive, release and agree) not to sue upon any such claim for any 6791   special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or 6792   suspected to exist in its favor. 6793   Section 11.7 Lender-Creditor Relationship.  The relationship between the Lenders, the 6794   L/C Issuers and the Administrative Agent, on the one hand, and the Loan Parties, on the other hand, is 6795   solely that of lender and creditor.  No Secured Party has any fiduciary relationship or duty to any Loan 6796   Party arising out of or in connection with, and there is no agency, tenancy or joint venture relationship 6797   between the Secured Parties and the Loan Parties by virtue of, any Loan Document or any transaction 6798   contemplated therein. 6799   Section 11.8 Right of Setoff.  Each of the Administrative Agent, each Lender, each L/C Issuer 6800   and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without no-6801     





 







   -151-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   tice or demand (each of which is hereby waived by the Borrower), at any time and from time to time dur-6802   ing the continuance of any Event of Default and to the fullest extent permitted by applicable Require-6803   ments of Law, to set off and apply any and all deposits (whether general or special, time or demand, pro-6804   visional or final) at any time held and other Indebtedness, claims or other obligations at any time owing 6805   by the Administrative Agent, such Lender, such L/C Issuer or any of their respective Affiliates to or for 6806   the credit or the account of the Borrower against any Obligation of any Loan Party now or hereafter exist-6807   ing, whether or not any demand was made under any Loan Document with respect to such Obligation and 6808   even though such Obligation may be unmatured.  Each of the Administrative Agent, each Lender and 6809   each L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set-6810   off and application made by such Lender or its Affiliates; provided, however, that the failure to give such 6811   notice shall not affect the validity of such setoff and application.  The rights under this Section 11.8 are in 6812   addition to any other rights and remedies (including other rights of setoff) that the Administrative Agent, 6813   the Lenders and the L/C Issuers and their Affiliates and other Secured Parties may have. 6814   Section 11.9 Sharing of Payments, Etc.    If any Lender, directly or through an Affiliate or 6815   branch office thereof, obtains any payment of any Obligation of any Loan Party (whether voluntary, in-6816   voluntary or through the exercise of any right of setoff or the receipt of any Collateral or “proceeds” (as 6817   defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.16 (Breakage Costs; 6818   Increased Costs; Capital Requirements), 2.17 (Taxes), 2.18 (Substitution of Lenders) and 11.2 (Assign-6819   ments and Participations; Binding Effect) and other than in connection with any Permitted Loan Retire-6820   ment and such payment exceeds the amount such Lender would have been entitled to receive if all pay-6821   ments had gone to, and been distributed by, the Administrative Agent in accordance with the provisions 6822   of the Loan Documents, such Lender shall purchase for cash from other Secured Parties such participa-6823   tions in their Obligations as necessary for such Lender to share such excess payment with such Secured 6824   Parties to ensure such payment is applied as though it had been received by the Administrative Agent and 6825   applied in accordance with this Agreement (or, if such application would then be at the discretion of the 6826   Borrower, applied to repay the Obligations in accordance herewith); provided, however, that (a) if such 6827   payment is rescinded or otherwise recovered from such Lender or L/C Issuer in whole or in part, such 6828   purchase shall be rescinded and the purchase price therefor shall be returned to such Lender or L/C Issuer 6829   without interest and (b) such Lender shall, to the fullest extent permitted by applicable Requirements of 6830   Law, be able to exercise all its rights of payment (including the right of setoff) with respect to such partic-6831   ipation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participa-6832   tion.  If a Non-Funding Lender receives any such payment as described in the previous sentence, such 6833   Lender shall turn over such payments to the Administrative Agent in an amount that would satisfy the 6834   cash collateral requirements set forth in Section 2.2(c). 6835   Notwithstanding anything to the contrary contained in this Section 11.9 or elsewhere in this 6836   Agreement, the Borrower may extend the final maturity of Term Loans and/or Revolving Credit Com-6837   mitments in connection with an Extension that is permitted under Section 2.21 without being obligated to 6838   effect such extensions on a pro rata basis among the Lenders (it being understood that no such extension 6839   (i) shall constitute a payment or prepayment of any Term Loans or Revolving Loans, as applicable, for 6840   purposes of this Section 11.9 or (ii) shall reduce the amount of any scheduled amortization payment due 6841   under Section 2.6(a), except that the amount of any scheduled amortization payment due to a Lender of 6842   Extended Term Loans may be reduced to the extent provided pursuant to the express terms of the respec-6843   tive Extension Offer) without giving rise to any violation of this Section 11.9 or any other provision of 6844   this Agreement.  Furthermore, the Borrower may take all actions contemplated by Section 2.21 in connec-6845   tion with any Extension (including modifying pricing, amortization and repayments or prepayments), and 6846   in each case such actions shall be permitted, and the differing payments contemplated therein shall be 6847   permitted without giving rise to any violation of this Section 11.9 or any other provision of this Agree-6848   ment. 6849     





 







   -152-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Section 11.10 Marshaling; Payments Set Aside.  No Secured Party shall be under any obliga-6850   tion to marshal any property in favor of any Loan Party or any other party or against or in payment of any 6851   Obligation.  To the extent that any Secured Party receives a payment from the Borrower, from the pro-6852   ceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and 6853   such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, 6854   set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recov-6855   ery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies 6856   therefor, shall be revived and continued in full force and effect as if such payment had not occurred. 6857   Section 11.11 Notices. 6858   (a) Addresses.  All notices, demands, requests, directions and other communications 6859   required or expressly authorized to be made by this Agreement shall, whether or not specified to be in 6860   writing but unless otherwise expressly specified to be given by any other means, be given in writing and 6861   (i) addressed to (A) if to the Borrower, to Townsquare Media, Inc., 240 Greenwich Avenue, Greenwich, 6862   Connecticut 06830, Attention:  Alex Berkett and Stuart Rosenstein, Tel:  203-861-0900, Fax:  1-800-301-6863   6408, with a copy (which shall not constitute notice) to Kirkland & Ellis, LLP, 555 California Street, 6864   Suite 2700, San Francisco, Californa 94104, Attention: Dario Avram, (B) if to the Administrative Agent 6865   or the Collateral Agent, to Royal Bank of Canada, Agency Services Group, 4th Floor, 20 King Street 6866   West, Toronto, Ontario M5H 1C4, Canada, Attention:  Manager, Agency Services, Fax: (416) 842-4023, 6867   (C) if to the Swingline Lender, to Royal Bank of Canada, 200 Vesey Street, 10th Floor, New York, New 6868   York 10281, Attention:  Mildred Evangelista, Tel:  (416) 955-6659, Fax:  (212) 428-2372, and (D) other-6869   wise to the party to be notified at its address specified opposite its name on Schedule II or on the signature 6870   page of any applicable Assignment, (ii) posted to Intralinks® (to the extent such system is available and 6871   set up by or at the direction of the Administrative Agent prior to posting) in an appropriate location by 6872   uploading such notice, demand, request, direction or other communication to www.intralinks.com, faxing 6873   it to 866-545-6600 with an appropriate bar-coded fax coversheet or using such other means of posting to 6874   Intralinks® as may be available and reasonably acceptable to the Administrative Agent prior to such post-6875   ing, (iii) posted to any other E-System set up by or at the direction of the Administrative Agent in an ap-6876   propriate location or (iv) addressed to such other address as shall be notified in writing (A) in the case of 6877   the Borrower, the Administrative Agent and the Swingline Lender, to the other parties hereto and (B) in 6878   the case of all other parties, to the Borrower and the Administrative Agent.  Transmission by electronic 6879   mail (including E-Fax, even if transmitted to the fax numbers set forth in clause (i) above) shall not be 6880   sufficient or effective to transmit any such notice under this clause (a) unless such transmission is an 6881   available means to post to any E-System. 6882   (b) Effectiveness.  All communications described in clause (a) above and all other 6883   notices, demands, requests and other communications made in connection with this Agreement shall be 6884   effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if de-6885   livered by overnight courier service, one Business Day after delivery to such courier service, (iii) if deliv-6886   ered by mail, when deposited in the mails, (iv) if delivered by facsimile (other than to post to an E-System 6887   pursuant to clause (a)(ii) or (a)(iii) above), upon sender’s receipt of confirmation of proper transmission, 6888   and (v) if delivered by posting to any E-System, on the later of the date of such posting in an appropriate 6889   location and the date access to such posting is given to the recipient thereof in accordance with the stand-6890   ard procedures applicable to such E-System; provided, however, that no communications to the Adminis-6891   trative Agent pursuant to Article 2 or Article 10 shall be effective until received by the Administrative 6892   Agent. 6893   Section 11.12 Electronic Transmissions. 6894     





 







   -153-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   (a) Authorization.  Subject to the provisions of Section 11.11(a), each of the Admin-6895   istrative Agent, the Borrower, the Lenders, the L/C Issuers and each of their Related Persons is authorized 6896   (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic 6897   Transmissions in connection with any Loan Document and the transactions contemplated therein.  Each 6898   of the Borrower and each Secured Party hereby acknowledges and agrees, and the Borrower shall cause 6899   each other Group Member to acknowledge and agree, that the use of Electronic Transmissions is not nec-6900   essarily secure and that there are risks associated with such use, including risks of interception, disclosure 6901   and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of 6902   Electronic Transmissions.   6903   (b) Signatures.  Subject to the provisions of Section 11.11(a), (i)(A) no posting to 6904   any E-System shall be denied legal effect merely because it is made electronically, (B) each E-Signature 6905   on any such posting shall be deemed sufficient to satisfy any requirement for a “signature” and (C) each 6906   such posting shall be deemed sufficient to satisfy any requirement for a “writing,” in each case including 6907   pursuant to any Loan Document, any applicable provision of any UCC, the federal Uniform Electronic 6908   Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or 6909   procedural Requirement of Law governing such subject matter, (ii) each such posting that is not readily 6910   capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed 6911   signed, by attaching to, or logically associating with such posting, an E-Signature, upon which each Se-6912   cured Party and Loan Party may rely and assume the authenticity thereof, (iii) each such posting contain-6913   ing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the 6914   same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees 6915   not to contest the validity or enforceability of any posting on any E-System or E-Signature on any such 6916   posting under the provisions of any applicable Requirement of Law requiring certain documents to be in 6917   writing or signed; provided, however, that nothing herein shall limit such party’s or beneficiary’s right to 6918   contest whether any posting to any E-System or E-Signature has been altered after transmission. 6919   (c) Separate Agreements.  All uses of an E-System shall be governed by and subject 6920   to, in addition to Section 11.11 and this Section 11.12, separate terms and conditions posted or referenced 6921   in such E-System and related Contractual Obligations executed by Secured Parties and Group Members in 6922   connection with the use of such E-System. 6923   (d) Limitation of Liability.  All E-Systems and Electronic Transmissions shall be 6924   provided “as is” and “as available.”  None of the Administrative Agent or any of its Related Persons war-6925   rants the accuracy, adequacy or completeness of any E-Systems or Electronic Transmission, and each dis-6926   claims all liability for errors or omissions therein.  No warranty of any kind is made by the Administrative 6927   Agent or any of its Related Persons in connection with any E-Systems or Electronic Communication, in-6928   cluding any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party 6929   rights or freedom from viruses or other code defects.  Each of the Borrower and each Secured Party 6930   agrees (and the Borrower shall cause each other Loan Party to agree) that the Administrative Agent has 6931   no responsibility for maintaining or providing any equipment, software, services or any testing required in 6932   connection with any Electronic Transmission or otherwise required for any E-System. 6933   Section 11.13 Governing Law.  This Agreement, each other Loan Document that does not ex-6934   pressly set forth its applicable law, and the rights and obligations of the parties hereto and thereto (includ-6935   ing any claims in contract law or tort law arising out of the subject matter hereof or thereof) shall be gov-6936   erned by, and construed and interpreted in accordance with, the law of the State of New York (without 6937   respect to the principles of conflicts of laws that would result in the application of any law other than the 6938   law of the State of New York). 6939     





 







   -154-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Section 11.14 Jurisdiction.   6940   (a) Submission to Jurisdiction.  Any legal action or proceeding with respect to any 6941   Loan Document shall be brought exclusively in the courts of the State of New York located in the City of 6942   New York, Borough of Manhattan, or of the United States of America for the Southern District of New 6943   York and, by execution and delivery of this Agreement, the Borrower hereby accepts for itself and in re-6944   spect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that 6945   nothing in this Agreement shall limit the right of the Administrative Agent to commence any proceeding 6946   in the federal or state courts of any other jurisdiction to the extent the Administrative Agent determines 6947   that such action is necessary or appropriate to exercise its rights or remedies under the Loan Documents.  6948   The parties hereto (and, to the extent set forth in any other Loan Document, each other Loan Party) here-6949   by irrevocably waive any objection, including any objection to the laying of venue or based on the 6950   grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such 6951   action or proceeding in such jurisdictions. 6952   (b) Service of Process. The Borrower (and, to the extent set forth in any other Loan 6953   Document, each other Loan Party) hereby irrevocably waives personal service of any and all legal pro-6954   cess, summons, notices and other documents and other service of process of any kind and consents to 6955   such service in any suit, action or proceeding brought in the United States of America with respect to or 6956   otherwise arising out of or in connection with any Loan Document by any means permitted by applicable 6957   Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) 6958   to the address of Borrower specified in Section 11.11 (and shall be effective when such mailing shall be 6959   effective, as provided therein).  The Borrower (and, to the extent set forth in any other Loan Document, 6960   each other Loan Party) agrees that a final judgment in any such action or proceeding shall be conclusive 6961   and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by 6962   law. 6963   (c) Non-Exclusive Jurisdiction.  Nothing contained in this Section 11.14 shall affect 6964   the right of the Administrative Agent or any Lender to serve process in any other manner permitted by 6965   applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Loan 6966   Party in any other jurisdiction. 6967   Section 11.15 Waiver of Jury Trial.  Each party hereto hereby irrevocably waives trial by jury 6968   in any suit, action or proceeding with respect to, or directly or indirectly arising out of, under or in con-6969   nection with, any Loan Document or the transactions contemplated therein or related thereto (whether 6970   founded in contract, tort or any other theory).  Each party hereto (A) certifies that no other party and no 6971   Related Person of any other party has represented, expressly or otherwise, that such other party would 6972   not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the 6973   other parties hereto have been induced to enter into the Loan Documents, as applicable, by the mutual 6974   waivers and certifications in this Section 11.15. 6975   Section 11.16 Severability.  Any provision of any Loan Document being held illegal, invalid or 6976   unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or 6977   unenforceable, any other provision of any Loan Document or any part of such provision in any other ju-6978   risdiction. 6979   Section 11.17 Execution in Counterparts.  This Agreement may be executed in any number of 6980   counterparts and by different parties in separate counterparts, each of which when so executed shall be 6981   deemed to be an original and all of which taken together shall constitute one and the same agreement.  6982   Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.  6983     





 







   -155-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Trans-6984   mission shall be as effective as delivery of a manually executed counterpart hereof. 6985   Section 11.18 Entire Agreement.  The Loan Documents embody the entire agreement of the 6986   parties and supersede all prior agreements and understandings relating to the subject matter thereof and 6987   any prior letter of interest, commitment letter, fee letter, confidentiality and similar agreements involving 6988   any Loan Party and any of the Administrative Agent, any Lender or any L/C Issuer or any of their respec-6989   tive Affiliates relating to a financing of substantially similar form, purpose or effect.  In the event of any 6990   conflict between the terms of this Agreement and any other Loan Document, the terms of this Agreement 6991   shall govern (unless such terms of such other Loan Documents are necessary to comply with applicable 6992   Requirements of Law, in which case such terms shall govern to the extent necessary to comply therewith). 6993   Section 11.19 Use of Name.  The Borrower agrees, and shall cause each other Loan Party to 6994   agree, that it shall not, and shall use commercially reasonable efforts to ensure that none of its Affiliates 6995   shall, issue any press release or other public disclosure (other than any document filed with any Govern-6996   mental Authority relating to a public offering of the Securities of any Loan Party) using the name, logo or 6997   otherwise referring to Royal Bank, any Lender or of any of their respective Affiliates, the Loan Docu-6998   ments or any transaction contemplated therein to which the Secured Parties are party without at least 6999   2 Business Days’ prior notice to Royal Bank or such Lender, as applicable, and without the prior consent 7000   of Royal Bank or such Lender, as applicable, except to the extent required to do so under applicable Re-7001   quirements of Law and then, only after consulting with Royal Bank or such Lender, as applicable, prior 7002   thereto. 7003   Section 11.20 Non-Public Information; Confidentiality.   7004   (a) Each Lender and L/C Issuer acknowledges and agrees that it may receive materi-7005   al non-public information hereunder concerning the Loan Parties and their Affiliates and Securities and 7006   agrees to use such information in compliance with all relevant policies, procedures and Contractual Obli-7007   gations and applicable Requirements of Laws (including United States federal and state security laws and 7008   regulations). 7009   (b) Each Lender, L/C Issuer and the Administrative Agent agrees to use all reasona-7010   ble efforts to maintain, in accordance with its customary practices, the confidentiality of information ob-7011   tained by it pursuant to any Loan Document and designated in writing by any Loan Party as confidential, 7012   except that such information may be disclosed (i) with the Borrower’s consent, (ii) to Related Persons of 7013   such Lender, L/C Issuer or the Administrative Agent, as the case may be, or to any Person that any 7014   L/C Issuer causes to Issue Letters of Credit hereunder, that are advised of the confidential nature of such 7015   information and are instructed to keep such information confidential, (iii) to the extent such information 7016   presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 7017   11.20 or (B) available to such Lender, L/C Issuer or the Administrative Agent or any of their Related Per-7018   sons, as the case may be, on a non-confidential basis from a source other than any Loan Party not known 7019   to them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Re-7020   quirements of Law or other legal process or requested or demanded by any Governmental Authority hav-7021   ing jurisdiction over it or in connection with any pledge or assignment permitted under Section 11.2(e), 7022   (v) to the extent necessary or customary for inclusion in league table measurements or in any tombstone 7023   or other advertising materials (and the Loan Parties consent to the publication of such tombstone or other 7024   advertising materials by the Administrative Agent, any Lender, any L/C Issuer or any of their Related 7025   Persons), (vi) to the National Association of Insurance Commissioners or any similar organization, any 7026   examiner or any nationally recognized rating agency or otherwise to the extent consisting of general port-7027   folio information that does not identify Loan Parties, (vii) to current or prospective assignees, SPVs (in-7028   cluding the investors or prospective investors therein), grantees of any option described in Section 11.2(g) 7029     





 







   -156-   CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   or participants, direct or contractual counterparties to any Hedging Agreement permitted hereunder and to 7030   their respective Related Persons, in each case to the extent such assignees, participants, counterparties or 7031   Related Persons agree to be bound by provisions substantially similar to the provisions of this Sec-7032   tion 11.20 and (viii) in connection with the exercise of any remedy under any Loan Document.  In the 7033   event of any conflict between the terms of this Section 11.20 and those of any other Contractual Obliga-7034   tion entered into with any Loan Party (whether or not a Loan Document), the terms of this Section 11.20 7035   shall govern. 7036   Section 11.21 Actions in Concert.  Notwithstanding anything herein or in the other Loan Doc-7037   uments to the contrary, each Lender hereby agrees with each other Lender that no Lender shall take any 7038   action to protect or enforce its rights against any Loan Party arising out of this Agreement or any other 7039   Loan Document (including exercising any rights of setoff) without first obtaining the prior written con-7040   sent of the Administrative Agent or the Required Lenders, it being the intent of the Lenders that any such 7041   action to protect or enforce rights under this Agreement and the other Loan Documents shall be taken in 7042   concert and at the direction or with the consent of the Administrative Agent or the Required Lenders. 7043   Section 11.22 Patriot Act Notice.  Each Lender subject to the USA PATRIOT Act of 2001 (31 7044   U.S.C. 5318 et seq.) hereby notifies the Borrower that, pursuant to Section 326 thereof, it is required to 7045   obtain, verify and record information that identifies the Borrower, including the name and address of the 7046   Borrower and other information allowing such Lender to identify the Borrower in accordance with such 7047   act. 7048   Section 11.23 Arrangers, Etc.  Notwithstanding any other provision of this Agreement or any 7049   provision of any other Loan Document, each Arranger is named as a joint bookrunner or joint lead ar-7050   ranger for recognition purposes only, and in its capacity as such shall have no rights, duties, responsibili-7051   ties or liabilities with respect to this Agreement or any other Loan Document in such capacity, except that 7052   each such Person and its Affiliates shall be entitled to the rights expressly stated to be applicable to them 7053   in Sections 2.11(e), 6.1, 11.4 and 11.19 (subject to the applicable obligations and limitations as set forth 7054   therein). 7055   [Signature Pages Follow] 7056     





 







      CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their 7057   respective officers thereunto duly authorized, as of the date first above written. 7058   TOWNSQUARE MEDIA, INC., AS BORROWER 7059   By: /s/ Stuart Rosenstein  7060   Name: Stuart Rosenstein 7061   Title: Executive Vice President, Chief Financial 7062   Officer and Secretary 7063     7064     





 







      CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   ROYAL BANK OF CANADA, as Administrative Agent 7065   By: /s/ Rodica Dutka  7066   Name: Rodica Dutka 7067   Title: Manager, Agency 7068   ROYAL BANK OF CANADA, as L/C Issuer, 7069   Swingline Lender and Lender 7070   By: /s/ Alfonse Simone  7071   Name: Alfonse Simone 7072   Title: Authorized Signatory 7073   OTHER LENDERS: 7074   BANK OF AMERICA, N.A., 7075   as  a Lender 7076   By: /s/ Gregory Roetting  7077   Name: Gregory Roetting 7078   Title: Vice President 7079   SUNTRUST BANK, 7080   as a Lender 7081   By: /s/ Christophe Strauven  7082   Name: Christophe Strauven 7083   Title: Managing Director 7084   MIHI LLC, 7085   as a Lender 7086   By: /s/ Ayesha Farooqi  7087   Name: Ayesha Farooqi 7088   Title: Authorized Signatory 7089   By: /s/ T. Morgan Edwards II  7090   Name: T. Morgan Edwards II 7091   Title: Authorized Signatory 7092     





 







      CG&R Draft Last Saved: 03/31/2015  10:05 pm 18471007v22   JEFFRIES FINANCE LLC, 7093   as a Lender 7094   By: /s/ Brian Buoye  7095   Name: Brian Buoye 7096   Title: Managing Director 7097    7098