EXHIBIT
10.1


 


Execution
Copy







 


RESTATEMENT AGREEMENT


 


This Restatement Agreement
(this “Agreement”) is dated as of October 5, 2016, and effective in accordance with Section 3 below,
by and among CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”), CONSOLIDATED COMMUNICATIONS,
INC., an Illinois corporation (the “Borrower”), certain Subsidiaries of Holdings (each such Subsidiary, a “Subsidiary
Guarantor” and, together with Holdings, the “Guarantors”), the Lenders party hereto, including pursuant
to an authorization in the form attached hereto as Exhibit A (each, a “Lender Authorization”) and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent.


 


STATEMENT OF PURPOSE:


 


Holdings, the Borrower,
the Lenders and the Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of December 23,
2013 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”).


 


The Borrower has requested
that the Administrative Agent and the Lenders agree to amend the Existing Credit Agreement as more specifically set forth herein.
Subject to the terms and conditions set forth herein, the Administrative Agent and each of the Lenders have agreed to grant such
request of the Borrower.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:


 


1.     
Capitalized Terms. Except as otherwise specified herein, all capitalized undefined terms used in this Agreement (including,
without limitation, in the introductory paragraph and the statement of purpose hereto) shall have the meanings assigned thereto
in the Existing Credit Agreement.


 


2.     
Amendments. Subject to the terms and conditions set forth herein and the effectiveness of this Agreement in accordance
with its terms, the parties hereto agree that the Existing Credit Agreement and the Collateral Agreement are amended by:


 


(a)               
General Amendments to Credit Agreement. The body of the Existing Credit Agreement is hereby amended and restated
on the Restatement Date (as defined in Section 3 below) to delete the stricken text and to add the double-underlined text
as set forth in the Third Amended and Restated Credit Agreement attached hereto as Annex A (the “Restated Credit
Agreement”). By its execution hereof, the Borrower and Holdings hereby agree to their respective obligations and agreements
as set forth in the Restated Credit Agreement.


 


(b)              
Amendments to Exhibits. The Exhibits of the Existing Credit Agreement are hereby amended and restated on the Restatement
Date to delete the stricken text and to add the double-underlined text as set forth in the Exhibits to Third Amended and Restated
Credit Agreement attached hereto as Annex B.


 


(c)               
Amendments to Credit Agreement Schedules. The Schedules of the Existing Credit Agreement are hereby deleted and replaced
with the corresponding Schedules attached hereto as Annex C.


 



    1 


     

    




(d)              
Amendments to Collateral Agreement Schedules. The Schedules of the Collateral Agreement are hereby deleted and replaced
with the corresponding Schedules attached hereto as Annex D.


 


3.     
Conditions to Effectiveness. Upon the satisfaction or waiver of each of the following conditions, this Agreement
shall be deemed to be effective (the “Restatement Date”):


 


(a)               
Executed Loan Documents. This Agreement and a Note in favor of each Lender requesting a Note, together with any other
applicable Loan Documents, shall have been duly authorized, executed and delivered to the Administrative Agent by the parties thereto
(including by way of Lender Authorizations) and shall be in full force and effect, and no Default or Event of Default shall exist
hereunder or thereunder.


 


(b)              
Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance
reasonably satisfactory to the Administrative Agent:


 


(i)Officer’s
Certificate. A certificate from an Authorized Officer of Holdings and the Borrower to the effect that (A) all representations
and warranties of the Loan Parties contained in this Agreement, the Restated Credit Agreement and the other Loan Documents are
true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by
materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and
complete in all respects); (B) after giving effect to the transactions contemplated hereby to occur on the Restatement Date,
no Default or Event of Default has occurred and is continuing; (C) since December 31, 2015, no event, development or circumstance
has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have
a Material Adverse Effect; and (D)  each of the Loan Parties, as applicable, has satisfied each of the conditions to be performed
by it set forth in this Section 3 and in Section 4.02 of the Restated Credit Agreement.


 


(ii)Certificate
of Secretary of each Loan Party. A certificate of an Authorized Officer of each Loan Party certifying as to the incumbency
and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying
that (A) either (1) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Loan Party
and all amendments thereto provided to the Administrative Agent on the date of the Existing Credit Agreement (or such later date
as such Loan Party became a Loan Party under the Existing Credit Agreement) (collectively, the “Existing Charters”)
are true, correct and complete, or (2) attached thereto are all amendments, restatements, supplements or other modifications of
the Existing Charters, certified by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or
formation (or equivalent), as applicable, (B) either (1) the bylaws or other governing document of such Loan Party provided
to the Administrative Agent on the date of the Existing Credit Agreement (or such later date as such Loan Party became a Loan Party
under the Existing Credit Agreement) (collectively, the “Existing Bylaws”) are true, correct and complete or
(2) attached thereto are true, correct and complete copies of all amendments, restatements, supplements or other modifications
of Existing Bylaws of such Loan Party, (C) attached thereto are resolutions duly adopted by the board of directors (or other
governing body) of such Loan Party authorizing and approving the transactions contemplated hereunder, under the Restated Credit
Agreement and the other Loan Documents and the execution, delivery and performance of this Agreement and the other Loan Documents
to which it is a party, and (D) attached thereto is each certificate required to be delivered pursuant to Section 3(b)(iii).


 



    2 


     

    




(iii)Certificates
of Good Standing. Certificates as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction
of incorporation, organization or formation (or equivalent), as applicable, and, to the extent requested by the Administrative
Agent, each other jurisdiction where such Loan Party is qualified to do business.


 


(iv)Opinions
of Counsel. Opinions of counsel to the Loan Parties (including, without limitation, opinions of special counsel and local counsel
as may be reasonably requested by the Administrative Agent) addressed to the Administrative Agent and the Lenders with respect
to the Loan Parties, the Loan Documents and such other matters as the Administrative Agent shall reasonably request (which such
opinions shall expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders).


 


(c)               
Personal Property Collateral.


 


(i)                
Filings and Recordings. The Administrative Agent shall have received all filings and recordations that are necessary
to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative
Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations
such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).


 


(ii)              
Pledged Collateral. The Administrative Agent shall have received (A) original stock certificates or other certificates
evidencing the certificated Equity Interests pledged pursuant to the Security Documents, together with an undated stock power for
each such certificate duly executed in blank by the registered owner thereof and (B) each original promissory note pledged
pursuant to the Security Documents together with an undated allonge for each such promissory note duly executed in blank by the
holder thereof.


 


(iii)            
Lien Searches. The Administrative Agent shall have received the results of a Lien searches, in form and substance
reasonably satisfactory thereto, indicating among other things that the assets of each such Loan Party are free and clear of any
Lien (except for Permitted Liens).


 


(iv)            
Property and Liability Insurance. The Administrative Agent shall have received, in each case in form and substance
reasonably satisfactory to the Administrative Agent, evidence of property, business interruption and liability insurance covering
each Loan Party, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements
naming the Administrative Agent as lender’s loss payee (and mortgagee, as applicable) on all policies for property hazard
insurance and as additional insured on all policies for liability insurance), and if requested by the Administrative Agent, copies
of such insurance policies.


 


(v)              
Intellectual Property. The Administrative Agent shall have received security agreements duly executed by the applicable
Loan Parties for all federally registered copyrights, copyright applications, patents, patent applications, trademarks and trademark
applications included in the Collateral, in each case in proper form for filing with the U.S. Patent and Trademark Office or U.S.
Copyright Office, as applicable.


 



    3 


     

    




(d)              
Real Property Collateral. With respect to each parcel of real property subject to a Mortgage, the Administrative
Agent shall have received (i) a “life of loan” flood hazard certification from the National Research Center, or any
successor agency thereto and, (ii) if such parcel of real property is located in a special flood hazard area:


 


(A) notices
to (and confirmation of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability
of flood hazard insurance under the National Flood Insurance Program because the community does not participate in the National
Flood Insurance Program; and


 


(B)to the
extent flood hazard insurance is available in the community in which the real property is located, a copy of one of the following:
(w) the flood hazard insurance policy, (x) the Borrower’s application for a flood hazard insurance policy, together with
proof of payment of the premium associated therewith, (y) a declaration page confirming that flood hazard insurance has been issued
to the Borrower or (z) such other evidence of flood hazard insurance satisfactory to the Administrative Agent.


 


(e)               
Consents; Defaults.


 


(i)                
Governmental and Third Party Approvals. The Loan Parties shall have received all material governmental, shareholder
and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of
the Administrative Agent) in connection with the transactions contemplated by this Agreement, the Restated Credit Agreement and
the other Loan Documents and all applicable waiting periods shall have expired without any action being taken by any Person that
could reasonably be expected to restrain, prevent or impose any material adverse conditions on any of the Loan Parties or such
other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the
reasonable judgment of the Administrative Agent could reasonably be expected to have such effect.


 


(ii)              
No Injunction, Etc. No action, proceeding or investigation shall have been instituted, threatened or proposed before
any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related
to or arises out of this Agreement, the Restated Credit Agreement or the other Loan Documents or the consummation of the transactions
contemplated hereby or thereby, or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate
the transactions contemplated by this Agreement, the Restated Credit Agreement or the other Loan Documents or the consummation
of the transactions contemplated hereby or thereby.


 


(f)               
Financial Matters.


 


(i)                
Financial Projections. The Administrative Agent shall have received projections prepared by management of Holdings
of balance sheets, income statements and cash flow statements on an annual basis for each year during the Revolving Commitment
Period, which shall not be inconsistent in any material respect with any financial information or projections previously delivered
to the Administrative Agent.


 



    4 


     

    




(ii)              
Financial Condition/Solvency Certificate. The Borrower shall have delivered to the Administrative Agent a certificate,
in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer
of the Borrower, that (A) after giving effect to the transactions contemplated hereby to occur on the Restatement Date, each
Loan Party and each Subsidiary thereof is each Solvent, (B) attached thereto are calculations evidencing compliance on a pro
forma basis after giving effect to the transactions contemplated hereby, under the Restated Credit Agreement and under the other
Loan Documents with the Financial Covenants, and (C) the financial projections previously delivered to the Administrative
Agent represent the good faith estimates (utilizing reasonable assumptions) of the financial condition and operations of Holdings
and its Subsidiaries.


 


(iii)            
Payment at Closing. The Borrower shall have paid or made arrangements to pay contemporaneously with closing (A) to
the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 2.10 of the Restated
Credit Agreement and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, all fees payable
on the Restatement Date in accordance with the Engagement Letter (as defined in the Restated Credit Agreement) and the Administrative
Agent Fee Letter (as defined in the Restated Credit Agreement)), (B) all reasonable fees, charges and disbursements of counsel
to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid
prior to or on the Restatement Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its
reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided
that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)
and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including
all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the
Loan Documents.


 


(g)               
Miscellaneous.


 


(i)                
Borrowing Request and Notice of Account Designation. The Administrative Agent shall have received (A) a Borrowing
Request in accordance with Section 2.02(a) of the Restated Credit Agreement and (B) a Notice of Account Designation specifying
the account or accounts to which the proceeds of any Loans made on or after the Restatement Date are to be disbursed.


 


(ii)              
Rating of the Initial Term Loan and Borrower. The Borrower shall have received a recent confirmatory corporate family
rating from Moody’s and a confirmatory corporate rating from S&P and a rating with respect to the Initial Term Loan (as
defined in the Restated Credit Agreement) from each of Moody’s and S&P.


 


(iii)            
PATRIOT Act, etc. Holdings, the Borrower and each of the other Loan Parties shall have provided to the Administrative
Agent and the Lenders the documentation and other information requested by the Administrative Agent in order to comply with requirements
of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations.


 


(iv)            
Other Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions
contemplated by this Agreement, the Restated Credit Agreement and the other Loan Documents shall be satisfactory in form and substance
to the Administrative Agent. The Administrative Agent shall have received copies of all other documents, certificates and instruments
reasonably requested thereby, with respect to the transactions contemplated by this Agreement, the Restated Credit Agreement and
the other Loan Documents.


 



    5 


     

    




Without limiting the
generality of the provisions of the last paragraph of Section 8.03 of the Restated Credit Agreement, for purposes of
determining compliance with the conditions specified in this Section 3, the Administrative Agent and each Lender that
has signed this Agreement (or a Lender Authorization) shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender
unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Date specifying its
objection thereto. Each Existing Lender (as defined in the Restated Credit Agreement) party hereto waives any loss or expense incurred
by such Existing Lender under Section 2.17 of the Existing Credit Agreement arising from the refinancing of any Eurodollar
Loans outstanding under the Existing Credit Agreement prior to the end of the applicable Interest Period for such Eurodollar Loans.


 


4.     
Reaffirmation.


 


(a)The
Borrower and the Guarantors each hereby acknowledge and agree that (i) the Guaranty Agreement, the Collateral Agreement and each
of the other Loan Documents (other than the Restated Credit Agreement) to which it is a party remains in full force and effect
and enforceable against it in accordance with its terms and shall not be impaired or limited by the execution or effectiveness
of this Agreement or the Restated Credit Agreement, (ii) the Liens and assignments granted pursuant to the Collateral Agreement
and each of the other Security Documents to which it is a party remain valid upon the effectiveness of this Agreement and the Restated
Credit Agreement, (iii) the Collateral Agreement, each of the other Security Documents to which it is a party and such Liens and
assignments support or secure, and will continue to support or secure, the Obligations under the Restated Credit Agreement and
(iv) each reference in the Guaranty Agreement and the Collateral Agreement to “Obligations” shall mean and be a reference
to “Obligations” as defined in the Restated Credit Agreement.


 


(b)Each
Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Agreement and the Restated Credit Agreement
and consents to the Restated Credit Agreement and confirms its obligations to guarantee the payment and performance of all “Guaranteed
Obligations” (as defined in the Guaranty Agreement).


 


5.     
Effect of this Agreement.


 


(a)Except
as expressly provided herein or in the Exhibits and Annexes hereto, the Existing Credit Agreement and the other Loan Documents
shall remain unmodified and in full force and effect. Except as expressly set forth herein or in the Exhibits and Annexes hereto,
this Agreement shall not be deemed (i) to be a waiver of, or consent to, a modification or amendment of, any other term or condition
of the Existing Credit Agreement or any other Loan Document, (ii) to prejudice any other right or rights which the Administrative
Agent or the Lenders may now have or may have in the future under or in connection with the Existing Credit Agreement or the other
Loan Documents or the Restated Credit Agreement or any other “Loan Document” (as defined in the Restated Credit Agreement)
or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified
from time to time, (iii) to be a commitment or any other undertaking or expression of any willingness to engage in any further
discussion with Holdings, the Borrower, any Subsidiary Loan Party or any other Person with respect to any waiver, amendment, modification
or any other change to the Credit Agreement or the Loan Documents or the Restated Credit Agreement or any other “Loan Document”
(as defined in the Restated Credit Agreement) or any rights or remedies arising in favor of the Lenders or the Administrative Agent,
or any of them, under or with respect to any such documents or (iv) to be a waiver of, or consent to or a modification or amendment
of, any other term or condition of any other agreement by and among the Loan Parties, on the one hand, and the Administrative Agent
or any other Lender, on the other hand. On and after the Restatement Date, references in the Restated Credit Agreement to “this
Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”)
and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Restated Credit Agreement.


 



    6 


     

    




(b)On
the Restatement Date, the Existing Credit Agreement shall be amended and restated in the form of the Restated Credit Agreement.
The parties hereto acknowledge and agree that (i) this Agreement, the Restated Credit Agreement and any other “Loan Documents”
(as defined in the Restated Credit Agreement) executed and delivered in connection herewith do not constitute a novation, or termination
of the Obligations under the Existing Credit Agreement as in effect prior to the Restatement Date; (ii) such Obligations are in
all respects continuing (as amended and restated by the Restated Credit Agreement) with the terms, conditions, covenants and agreements
contained in the Existing Credit Agreement being modified only to the extent provided in the Restated Credit Agreement; and (iii)
the Liens and security interests as granted under the Loan Documents securing the Obligations are in all such respects continuing
and in full force and effect.


 


(c)This
document shall constitute a “Loan Document” (as defined in the Restated Credit Agreement) for all purposes of the Restated
Credit Agreement and shall be administrated and construed pursuant to the terms of the Restated Credit Agreement.


 


6.     
Representations and Warranties/No Default. By its execution hereof,


(a)each
of the Borrower and the Guarantors represents and warrants that the representations and warranties contained in each Loan Document
(including this Agreement and the Restated Credit Agreement) are true and correct on and as of the date hereof, other than any
such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true
and correct on and as of such earlier date and that no Default or Event of Default has occurred and is continuing as of the Restatement
Date; and


(b)each
of the Borrower and the Guarantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that:


 


(i)it has
the right, power and authority and has taken all necessary corporate and other action to authorize the execution and delivery of
this Agreement and the performance of this Agreement, the Restated Credit Agreement, the Guaranty Agreement, the Collateral Agreement
and each other document executed in connection herewith or therewith to which it is a party in accordance with their respective
terms and the transactions contemplated hereby or thereby; and


 


(ii)this
Agreement, the Restated Credit Agreement, the Guaranty Agreement, the Collateral Agreement and each other document executed in
connection herewith or therewith has been duly executed and delivered by the duly authorized officers of each Loan Party, and each
such document constitutes the legal, valid and binding obligation of each such Loan Party, enforceable in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from
time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.


 



    7 


     

    




7.     
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


 


8.     
Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement. Delivery by telecopier or electronic mail of an executed counterpart of a signature page to this Agreement
or Lender Authorization shall be effective as delivery of an original executed counterpart of this Agreement.


 


9.     
FATCA. For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this
Agreement, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to
treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section
1.1471-2(b)(2)(i).


 


10. 
Existing Lender Cashless Roll.


 


Each of the Existing
Lenders that is a Lender of record under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement
that executes and delivers a Lender Authorization commits (each such commitment, a “New Term Commitment”) to
make a portion of the term loan to be made on the Restatement Date under the Restated Credit Agreement (such new term loan, the
“New Loan”) to the Borrower for the purpose of refinancing the Term Loans and to pay related fees and expenses.
The Borrower hereby offers to each Existing Lender to exchange the Allocated Amount (as defined below) of the aggregate principal
amount of Term Loans held by such Existing Lender immediately prior to the effectiveness of this Agreement (the “Existing
Loans”) for a portion of the New Loan in an aggregate principal amount equal to such Existing Lender’s Allocated
Amount, which shall be evidenced and governed by the Restated Credit Agreement and the related Loan Documents as defined therein
(such Allocated Amount, the “Allocated Loans”), and, by virtue of its execution and delivery of the applicable
Lender Authorization, each Existing Lender hereby agrees to accept such offer of exchange with respect to its entire Allocated
Amount.


 


“Allocated
Amount” means, with respect to any Existing Lender, the portion of such Existing Lender’s final allocated New Term
Commitment (as determined by the Administrative Agent in consultation with the Borrower and notified to the Borrower and such Existing
Lender), that does not exceed the aggregate outstanding principal amount of such Existing Lender’s Existing Loans.


 


Upon satisfaction of
the conditions precedent set forth in Section 3 of this Agreement and the Borrower paying to the Administrative Agent, for
the account of each Existing Lender, all interest and other non-principal amounts then due and owing by the Borrower to such Existing
Lender in respect of such Existing Lender’s Existing Loans on the Restatement Date and the funding of the New Loan on the
Restatement Date, and notwithstanding anything to the contrary contained in the Existing Credit Agreement, the Borrower’s
obligations in respect of the Existing Loans of each Existing Lender in the amount equal to such Existing Lender’s Allocated
Amount shall be deemed to have been satisfied via the exchange of Existing Loans for Allocated Loans as described in this Section
10; provided that if the Allocated Amount with respect to any Existing Lender is less than the Existing Loans of such
Lender, then the difference shall be repaid to the extent set forth in and in accordance with the terms of this Agreement. Upon
the Administrative Agent marking the Register (as defined in the Existing Credit Agreement) as contemplated below, each Existing
Lender shall become a “Lender” pursuant to, and for all purposes under, the Restated Credit Agreement with respect
to the Allocated Loans. The Administrative Agent’s determination and entry and completion of the Register shall be conclusive,
in each case, absent clearly demonstrable error. Notwithstanding anything to the contrary, each Existing Lender agrees to waive
its right to compensation for any amounts owing under Section 2.17 of the Existing Credit Agreement.


 



    8 


     

    




In order to evidence
the exchange contemplated above, the Administrative Agent has notified the Borrower that, upon the occurrence of the Restatement
Date (and the payment of all interest and other non-principal amounts then due and owing by the Borrower to such Existing Lender
in respect of such Existing Lender’s Existing Loans on the Restatement Date), it will mark the Register to reflect (a) the
Existing Loans of each Existing Lender in the amount equal to such Existing Lender’s Allocated Amount as no longer outstanding
and (b) that each Existing Lender is a Lender under the Restated Credit Agreement upon the occurrence of the Restatement Date in
respect of its Allocated Loans. None of the Administrative Agent, any Arranger, any other agent, or any of their respective affiliates
(each of the foregoing, an “Agent-Related Person”), shall be liable to any Existing Lender, any other Lender,
the Borrower or any of their respective affiliates, equity holders or debt holders for any losses, costs, damages or liabilities
incurred, directly or indirectly, as a result of any Agent-Related Person, or their counsel or other representatives, taking any
action in accordance with the Lender Authorization or this Agreement or executing this Agreement.


 


Each Existing Lender
that does not deliver a Lender Authorization, shall have its Existing Loans refinanced with the proceeds of the New Loan. In addition,
any portion of the Existing Loans of an Existing Lender that exceed the Allocated Amount in accordance with this Section 10
shall be refinanced with the proceeds of the New Loan. By its signature to this document or a Lender Authorization, the parties
hereto consent to the repayments and refinancings described in this paragraph and agree that in connection therewith the initial
Lenders of the New Loan (other than Existing Lenders to the extent of their Allocated Amounts) shall be deemed to have been assigned
the Existing Loans to be refinanced hereunder, in each case notwithstanding anything to the contrary in this Agreement, the Existing
Credit Agreement or any other Loan Document.


 



    9 


     

    




11. 
Agreement of Lenders.


 


By executing and delivering
a Lender Authorization, each Existing Lender (a) represents and warrants to the Arrangers and the Administrative Agent that
(i)(A) it has full power and authority, and has taken all action necessary, to execute and deliver its Lender Authorization and
to consummate the transactions contemplated hereby and thereby and to become a Lender under the Restated Credit Agreement as to
any Allocated Loans, and (B) neither its execution and delivery of the Lender Authorization nor the consummation of the transactions
contemplated hereby or thereby conflict with its organizational documents or material contracts or with any applicable law, (ii)
from and after the Restatement Date, it shall be bound by the provisions of the Restated Credit Agreement as a Lender thereunder
and shall have the obligations of a Lender thereunder in respect of its Allocated Loans and (iii) it has received a copy of this
Agreement and the Restated Credit Agreement, together with copies of the most recent financial statements delivered pursuant to
the Existing Credit Agreement, as applicable, and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into its New Term Commitment and Lender Authorization and to accept the Allocated Loans,
on the basis of which it has made such analysis and decision independently and without reliance on the Arrangers (acting through
such of its affiliates or branches as it deems appropriate), the Administrative Agent, any other agent, or any other Lender; and
(b) agrees that (i) it will, independently and without reliance on any Arranger, the Administrative Agent, any other agent, or
any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Loan Documents (as defined in the Restated Credit Agreement), (ii) it
will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents (as defined in the
Restated Credit Agreement) are required to be performed by it as a Lender thereunder, and (iii) it hereby irrevocably appoints,
designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of the Restated Credit
Agreement and each other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to it by
the terms of the Restated Credit Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto,
including, without limitation, pursuant to Article VII of the Restated Credit Agreement.


 


[Signature Pages Follow]



    10 


     

    




IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.


 





	 	BORROWER:
	 	 	 
	 	 	 
	 	CONSOLIDATED COMMUNICATIONS, INC., as Borrower
	 	 
	 	 	 
	 	By: 	/s/ Steven L. Childers
	 	Name:	Steven L. Childers
	 	Title:	Chief Financial Officer and Assistant Secretary
	 	 	 
	 	 	 
	 	HOLDINGS:
	 	 	 
	 	 	 
	 	CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., as Guarantor
	 	 	 
	 	 	 
	 	By: 	/s/ Steven L. Childers
	 	Name:	Steven L. Childers
	 	Title:	Chief Financial Officer and Assistant Secretary
	 	 	 



 


 


 


 


 



    
	Restatement Agreement
Consolidated Communications, Inc.
Signature Page





     

    


	 	SUBSIDIARY GUARANTORS:
	 	 	 
	 	 	 
	 	CONSOLIDATED COMMUNICATIONS, 

ENTERPRISE SERVICES, INC.,
as Guarantor
	 	 
	 	 	 
	 	By: 	/s/ Steven L. Childers
	 	Name:	Steven L. Childers
	 	Title:	Chief Financial Officer and Assistant Secretary
	 	 	 
	 	 	 
	 	CONSOLIDATED COMMUNICATIONS SERVICES 

COMPANY, as Guarantor
	 	 	 
	 	 	 
	 	By: 	/s/ Steven L. Childers
	 	Name:	Steven L. Childers
	 	Title:	Chief Financial Officer and Assistant Secretary
	 	 	 
	 	 	 
	 	CONSOLIDATED COMMUNICATIONS OF FORT 

BEND COMPANY, as Guarantor
	 	 	 
	 	 	 
	 	By: 	/s/ Steven L. Childers
	 	Name:	Steven L. Childers
	 	Title:	Chief Financial Officer and Assistant Secretary
	 	 	 
	 	 	 
	 	CONSOLIDATED COMMUNICATIONS OF TEXAS 

COMPANY, as Guarantor
	 	 	 
	 	 	 
	 	By: 	/s/ Steven L. Childers
	 	Name:	Steven L. Childers
	 	Title:	Chief Financial Officer and Assistant Secretary
	 	 	 
	 	 	 
	 	CONSOLIDATED COMMUNICATIONS OF 

PENNSYLVANIA COMPANY, LLC, as Guarantor
	 	 	 
	 	 	 
	 	By: 	/s/ Steven L. Childers
	 	Name:	Steven L. Childers
	 	Title:	Chief Financial Officer and Assistant Secretary
	 	 	 



 

 


 



    
	Restatement Agreement
Consolidated Communications, Inc.
Signature Page





     

    

	 	 	 
	 	CONSOLIDATED COMMUNICATIONS OF 

CALIFORNIA COMPANY, as
Guarantor
	 	 
	 	 	 
	 	By: 	/s/ Steven L. Childers
	 	Name:	Steven L. Childers
	 	Title:	Chief Financial Officer and Assistant Secretary
	 	 	 
	 	 	 
	 	CRYSTAL COMMUNICATIONS, INC., as Guarantor
	 	 	 
	 	 	 
	 	By: 	/s/ Steven L. Childers
	 	Name:	Steven L. Childers
	 	Title:	Chief Financial Officer and Assistant Secretary
	 	 	 
	 	 	 
	 	CONSOLIDATED COMMUNICATIONS OF 

MINNESOTA COMPANY, as
Guarantor
	 	 	 
	 	 	 
	 	By: 	/s/ Steven L. Childers
	 	Name:	Steven L. Childers
	 	Title:	Chief Financial Officer and Assistant Secretary
	 	 	 
	 	 	 
	 	CONSOLIDATED COMMUNICATIOSN OF MID-

COMM. COMPANY, as
Guarantor
	 	 	 
	 	 	 
	 	By: 	/s/ Steven L. Childers
	 	Name:	Steven L. Childers
	 	Title:	Chief Financial Officer and Assistant Secretary
	 	 	 
	 	 	 
	 	IDEAONE TELECOM, INC., as Guarantor
	 	 	 
	 	 	 
	 	By: 	/s/ Steven L. Childers
	 	Name:	Steven L. Childers
	 	Title:	Chief Financial Officer and Assistant Secretary
	 	 	 
	 	 	 
	 	ENVENTIS TELECOM, INC., as Guarantor,
	 	 	 
	 	 	 
	 	By: 	/s/ Steven L. Childers
	 	Name:	Steven L. Childers
	 	Title:	Chief Financial Officer and Assistant Secretary
	 	 	 



 



    
	Restatement Agreement
Consolidated Communications, Inc.
Signature Page





     

    

	 	ADMINISTRATIVE AGENT:
	 	 	 
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Administrative
Agent on behalf of itself and each 

Lender signing a Lender Authorization
	 	 
	 	 	 
	 	By: 	/s/ Kieran Mahon
	 	Name:	Kieran Mahon
	 	Title:	Director
	 	 	 
	 	 	 


 



 


 


 



    
	Restatement Agreement
Consolidated Communications, Inc.
Signature Page





     

    

	 	LENDERS:
	 	 	 
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as a
Lender
	 	 
	 	 	 
	 	By: 	/s/ Kieran Mahon
	 	Name:	Kieran Mahon
	 	Title:	Director
	 	 	 
	 	 	 


 


 


  


 



 



    
	Restatement Agreement
Consolidated Communications, Inc.
Signature Page





     

    

	 	LENDERS:
	 	 	 
	 	 	 
	 	Morgan Stanley Bank, N.A., as a Lender
	 	 
	 	 	 
	 	By: 	/s/ Michael King
	 	Name:	 Michael King
	 	Title:	 Authorized Signatory
	 	 	 
	 	 	 


 


 


 


 



 



    
	Restatement Agreement
Consolidated Communications, Inc.
Signature Page





     

    

	 	LENDERS:
	 	 	 
	 	 	 
	 	The Toronto-Dominion Bank, a New York Branch as a Lender
	 	 
	 	 	 
	 	By: 	/s/ Annie Dorval
	 	Name:	  Annie Dorval
	 	Title:	 Authorized Signatory
	 	 	 
	 	 	 


 


 


 


 


 



    
	Restatement Agreement
Consolidated Communications, Inc.
Signature Page





     

    

	 	LENDERS:
	 	 	 
	 	 	 
	 	MIZUHO BANK, LTD., as a Lender
	 	 
	 	 	 
	 	By: 	/s/  Daniel Guevara
	 	Name:	  Daniel Guevara
	 	Title:	 Authorized Signatory
	 	 	 
	 	 	 


 



 


 


 


 



    
	Restatement Agreement
Consolidated Communications, Inc.
Signature Page





     

    

	 	LENDERS:
	 	 	 
	 	 	 
	 	COBANK, ACB, as a Lender
	 	 
	 	 	 
	 	By: 	/s/  Lennie Blakeslee
	 	Name:	  Lennie Blakeslee
	 	Title:	  Vice President
	 	 	 
	 	 	 


 



 


 


 


 






    
	Restatement Agreement
Consolidated Communications, Inc.
Signature Page





     

    

Exhibit A


 


[form of Lender Authorization attached]


 


 


 






     


     

    

LENDER AUTHORIZATION AND CONSENT


OF


[INSERT NAME OF APPLICABLE ASSET MANAGER]


 


Consolidated Communications, Inc. Restatement
Agreement


(Term Loan Lenders Only)


 


Wells Fargo Bank, National Association,


as Administrative Agent


MAC D1109-019


1525 West W.T. Harris Blvd.


Charlotte, North Carolina 28262


Attention: Syndication Agency Services


 


		Re:	Restatement Agreement to be dated on or about October 5, 2016 (the “Restatement Agreement”)
by and among Consolidated Communications Holdings, Inc., as a Guarantor (“Holdings”), Consolidated Communications,
Inc. (the “Borrower”), the Lenders party thereto and Wells Fargo Bank, National Association, as administrative
agent (the “Administrative Agent”), which amends and restates that certain Second Amended and Restated Credit
Agreement dated as of December 23, 2013 (as amended, the “Credit Agreement”) by and among Holdings, the
Borrower, the Lenders party thereto and the Administrative Agent.



 


This Lender Authorization
and Consent acknowledges our receipt and review of the execution copy of the Restatement Agreement and all exhibits and annexes
thereto (including, without limitation, the form of Third Amended and Restated Credit Agreement attached thereto as Annex A),
in each case in the forms most recently posted on the Consolidated Communications online workspace. By executing this Lender Authorization
and Consent, we hereby approve the Restatement Agreement and authorize the Administrative Agent to execute and deliver the Restatement
Agreement on our behalf. Except as otherwise specified herein, all capitalized terms used herein but not defined herein have the
meanings assigned thereto in the Restatement Agreement.


 


Each financial institution
purporting to be a Lender and executing this Lender Authorization and Consent agrees or reaffirms that it shall be a party to the
Restatement Agreement and the other Loan Documents to which Lenders are parties and shall have the rights and obligations of a
“Lender” (as defined in the Restated Credit Agreement), and agrees to be bound by the terms and provisions applicable
to a “Lender” under each such agreement and agrees to execute any additional documents reasonably requested by the
Administrative Agent to evidence such financial institution’s rights and obligations under the Restated Credit Agreement.


 


 


CASHLESS ROLL ELECTION. We acknowledge
and agree that by our execution hereof we agree to a cashless roll of our existing Term Loans (as defined in the Credit Agreement)
in accordance with the terms of the Restatement Agreement.


 


 


[Remainder of this Page Intentionally
Blank]



    
	Restatement Agreement
Consolidated Communications, Inc.
Lender Authorization and Consent


 


     

    







	 	 	 	 	 	 
	[Insert name of applicable fund]	 	[Insert name of applicable fund]	 
	 	 	 	 	 	 
	By:	 	 	By:	 	 
	Name:	 	 	Name:	 	 
	Title:	 	 	Title:	 	 



 


 


 



	 	 	 	 	 	 
	[Insert name of applicable fund]	 	[Insert name of applicable fund]	 
	 	 	 	 	 	 
	By:	 	 	By:	 	 
	Name:	 	 	Name:	 	 
	Title:	 	 	Title:	 	 



 


 


 



	 	 	 	 	 	 
	[Insert name of applicable fund]	 	[Insert name of applicable fund]	 
	 	 	 	 	 	 
	By:	 	 	By:	 	 
	Name:	 	 	Name:	 	 
	Title:	 	 	Title:	 	 



 


 


 



	 	 	 	 	 	 
	[Insert name of applicable fund]	 	[Insert name of applicable fund]	 
	 	 	 	 	 	 
	By:	 	 	By:	 	 
	Name:	 	 	Name:	 	 
	Title:	 	 	Title:	 	 



 


 


 



	 	 	 	 	 	 
	[Insert name of applicable fund]	 	[Insert name of applicable fund]	 
	 	 	 	 	 	 
	By:	 	 	By:	 	 
	Name:	 	 	Name:	 	 
	Title:	 	 	Title:	 	 


 




    
	Restatement Agreement
Consolidated Communications, Inc.
Lender Authorization and Consent (Signature Page)





     

    

Annex A


 


[form of Restated Credit Agreement attached]


 


 


 


 


 


 


 


 


 


 






     


     

    

Annex B


 


[form of Amended Exhibits attached]


 


 


 


 


 


 


 


 


 


 






     


     

    

Annex C


 


[Amended Credit Agreement Schedules attached]


 

 

 

 

 

 

 

 

 

 



     


     

    

Annex D


 


[Amended Collateral Agreement Schedules
attached]


 


 


 


 


 


 


 



    	 



     

    






Published CUSIP Number: 20903EAS4EAV7


Revolving Loan CUSIP Number: 20903EST2EAW5


Initial Term Loan CUSIP Number: 20903EAU9EAX3


 


SECONDTHIRD
AMENDED AND RESTATED CREDIT AGREEMENT1


 


Dated as of December 23, 2013October
5, 2016


 


among


 


CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.,

as Parent GuarantorHoldings,


 


CONSOLIDATED COMMUNICATIONS, INC.,

as Borrower,


 


THE LENDERS REFERRED TO HEREIN,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Issuing Bank and Swingline Lender,


 


MORGAN STANLEY SENIOR FUNDING,
INC.,


as Syndication Agent


 


THE ROYAL
BANK OF SCOTLAND PLC


as Documentation Agent


 


and


 


COBANK, ACB,


MIZUHO
BANK, LTD.


and


TD
SECURITIES (USA) LLC,


as Documentation AgentAgents


 


and


 


WELLS FARGO SECURITIES, LLC,

MORGAN STANLEY SENIOR FUNDING, INC.,


MIZUHO
BANK, LTD.


and


RBSTD
SECURITIES INC.(USA)
LLC,

as Joint Lead Arrangers and Joint Bookrunners


 






     

     

    







TABLE OF CONTENTS


 





 


	 	 	Page

                                                             

	ARTICLE I	DEFINITIONS	1
	Section 1.01	Defined Terms	1
	Section 1.02	Classification of Loans and Borrowings	3134
	Section 1.03	Terms Generally	3234
	Section 1.04	UCC Terms	3235
	Section 1.05	Rounding	3235
	Section 1.06	References to Agreement and Laws	3235
	Section 1.07	Times of Day	3235
	Section 1.08	Letter of Credit Amounts	3235
	Section 1.09	Limited Conditionality Acquisitions	35
	ARTICLE II	THE CREDITS	3336
	Section 2.01	Credit Commitments	3336
	Section 2.02	Procedure for Borrowing	3337
	Section 2.03	Conversion and Continuation Options for Loans	3437
	Section 2.04	Swingline Loans	3538
	Section 2.05	Optional and Mandatory Prepayments of Loans	3640
	Section 2.06	Letters of Credit	3942
	Section 2.07	Repayment of Loans; Evidence of Debt	4246
	Section 2.08	Interest Rates and Payment Dates	4347
	Section 2.09	Computation of Interest	4447
	Section 2.10	Fees	4447
	Section 2.11	Termination, Reduction or Adjustment of Commitments	4548
	Section 2.12	Inability to Determine Interest Rate; Inadequacy of Interest Rate	4548
	Section 2.13	Pro Rata Treatment and Payments	4549
	Section 2.14	Illegality	4651
	Section 2.15	Requirements of Law	47Increased Costs 51
	Section 2.16	Taxes	4852
	Section 2.17	Indemnity	5155
	Section 2.18	Change of Lending Office	5156
	Section 2.19	Sharing of Setoffs	51[Reserved] 56
	Section 2.20	Assignment of Commitments Under Certain Circumstances	5256
	Section 2.21	Increase in Term Commitments	5256
	




    	 i



     

    





TABLE OF CONTENTS


(continued)


Page


 


	Section 2.22	Extension Offers	5458
	Section 2.23	Defaulting Lenders	5660
	Section 2.24	Cash Collateral	62
	ARTICLE III	REPRESENTATIONS AND WARRANTIES	5863
	Section 3.01	Organization, etc	5863
	Section 3.02	Due Authorization, Non-Contravention, etc	5863
	Section 3.03	Government Approval, Regulation, etc	5863
	Section 3.04	Validity, etc	5964
	Section 3.05	Financial Information	5964
	Section 3.06	No Material Adverse Effect	5964
	Section 3.07	Litigation	5964
	Section 3.08	Compliance with Laws and Agreements	5964
	Section 3.09	Subsidiaries	5964
	Section 3.10	Ownership of Properties	5965
	Section 3.11	Taxes	6065
	Section 3.12	Pension and Welfare Plans	6066
	Section 3.13	Environmental Warranties	6166
	Section 3.14	Regulations U and X	6267
	Section 3.15	Disclosure; Accuracy of Information; Pro Forma Balance Sheets and Projected Financial Statements	6267
	Section 3.16	Insurance	6368
	Section 3.17	Labor Matters	6368
	Section 3.18	Solvency	6368
	Section 3.19	Securities	6368
	Section 3.20	Security Documents	6368
	Section 3.21	Anti -Terrorism Laws	64-Corruption Laws; Anti-Money Laundering Laws and Sanctions 69
	ARTICLE IV	CONDITIONS	6570
	Section 4.01	Conditions to Closing and Initial Extensions of Credit	6570
	Section 4.02	Conditions to Each Credit Event	6873
	ARTICLE V	AFFIRMATIVE COVENANTS	6974
	Section 5.01	Financial Information, Reports, Notices, etc	6974
	Section 5.02	Compliance with Laws, etc	7177
	Section 5.03	Maintenance of Properties	7177
	




    	 ii



     

    


TABLE OF CONTENTS


(continued)


Page



 


	Section 5.04	Insurance	71 77
	Section 5.05	Books and Records; Visitation Rights	7278
	Section 5.06	Environmental Covenant	7278
	Section 5.07	Information Regarding Collateral	7379
	Section 5.08	Existence; Conduct of Business	7480
	Section 5.09	Performance of Obligations	7480
	Section 5.10	Casualty and Condemnation	7480
	Section 5.11	Pledge of Additional Collateral	7480
	Section 5.12	Further Assurances	7581
	Section 5.13	Use of Proceeds	7581
	Section 5.14	Payment of Taxes	7581
	Section 5.15	Equal Security for Loans and Notes	7581
	Section 5.16	Guarantees	7581
	Section 5.17	Subordination of Intercompany Loans	7682
	Section 5.18	Interest Rate Contracts	7682
	Section 5.19	Covenants Regarding Post-Closing Deliveries	7682
	Section 5.20	Compliance with Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions	82
	ARTICLE VI	NEGATIVE COVENANTS	7682
	Section 6.01	Indebtedness; Certain Equity Securities	7682
	Section 6.02	Liens	7986
	Section 6.03	Fundamental Changes; Line of Business	8188
	Section 6.04	Investments, Loans, Advances, Guarantees and Acquisitions	8288
	Section 6.05	Asset Sales	8390
	Section 6.06	Sale and Leaseback Transactions	8491
	Section 6.07	Restricted Payments	8491
	Section 6.08	Transactions with Affiliates	8592
	Section 6.09	Restrictive Agreements	8692
	Section 6.10	Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness	86 93
	Section 6.11	Total Net Leverage Ratio	8693
	Section 6.12	Interest Coverage Ratio	8693
	Section 6.13	Anti-Terrorism Law	86
	




    	 iii



     

    


TABLE OF CONTENTS


(continued)


Page



 


	Section 6.14	Embargoed Person	87
	Section 6.15	Anti-Money Laundering	87
	ARTICLE VII	EVENTS OF DEFAULT	8793
	Section 7.01	Listing of Events of Default	8793
	Section 7.02	Action if Bankruptcy	8995
	Section 7.03	Action if Other Event of Default	8996
	Section 7.04	Action if Event of Termination	9096
	Section 7.05	Crediting of Payments and Proceeds	9096
	Section 7.06	Rights and Remedies Cumulative; Non-Waiver; etc	9197
	ARTICLE VIII	THE ADMINISTRATIVE AGENT	9197
	Section 8.01	Appointment and Authority	9197
	Section 8.02	Rights as a Lender	9198
	Section 8.03	Exculpatory Provisions	9198
	Section 8.04	Reliance by the Administrative Agent	9299
	Section 8.05	Delegation of Duties	9299
	Section 8.06	Resignation of Administrative Agent	9399
	Section 8.07	Non-Reliance on Administrative Agent and Other Lenders	93100
	Section 8.08	No Other Duties, Etc	94100
	Section 8.09	Collateral and Guaranty Matters	94101
	Section 8.10	Secured Hedge Agreements and Secured Cash Management Agreements	101
	ARTICLE IX	MISCELLANEOUS	94102
	Section 9.01	Notices	94102
	Section 9.02	Amendments, Waivers and Consents	96104
	Section 9.03	Expenses; Indemnity	98106
	Section 9.04	Right of Set Off	99107
	Section 9.05	Governing Law; Jurisdiction, Etc	100108
	Section 9.06	Waiver of Jury Trial	100108
	Section 9.07	Reversal of Payments	101109
	Section 9.08	Injunctive Relief	101109
	Section 9.09	Accounting Matters	101109
	Section 9.10	Successors and Assigns; Participations	101109
	Section 9.11	Confidentiality	105113
	




    	 iv



     

    


TABLE OF CONTENTS


(continued)


Page



 


	Section 9.12	Performance of Duties	106114
	Section 9.13	All Powers Coupled with Interest	106114
	Section 9.14	Survival of Indemnities	106114
	Section 9.15	Titles and Captions	106115
	Section 9.16	Severability of Provisions	106115
	Section 9.17	Counterparts; Integration; Effectiveness; Electronic Execution	106115
	Section 9.18	Term of Agreement	107115
	Section 9.19	USA Patriot Act 107; Anti-Money Laundering Laws	115
	Section 9.20	Independent Effect of Covenants	107Conflict with Other Loan Documents 116
	Section 9.21	Amendment and Restatement; No Novation	107116
	Section 9.22	No Advisory or Fiduciary Responsibility	116
	Section 9.23	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	117




 





 


 


 


 


 






    	 v



     

    

	EXHIBIT A	 	Form of Borrowing Request
	EXHIBIT B	 	Form of Assignment and Assumption
	EXHIBIT C	 	Form of Compliance Certificate
	EXHIBIT D-1	 	Form of Initial Term Loan Note
	EXHIBIT D-2	 	Form of Revolving Loan Note
	EXHIBIT E-1	 	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders)
	EXHIBIT E-2	 	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants)
	EXHIBIT E-3	 	Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)
	EXHIBIT E-4	 	Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)
	EXHIBIT F	 	Form of Mortgage
	EXHIBIT G	 	Form of Notice of Prepayment
	EXHIBIT H	 	Form of Notice of Account Designation
	EXHIBIT I	 	Form of Notice of Conversion/Continuation
	 	 	 
	SCHEDULE 1.01(a)	 	Mortgaged Properties
	SCHEDULE 1.01(b)	 	Existing Letters of Credit
	SCHEDULE 3.02(c)	 	Non-Contravention
	SCHEDULE 3.03	 	Government Approval, Regulation
	SCHEDULE 3.05(b)	 	Other Liabilities
	SCHEDULE 3.07	 	Litigation
	SCHEDULE 3.08	 	Compliance with Laws and Agreements
	SCHEDULE 3.09	 	Subsidiaries
	SCHEDULE 3.10(b)	 	Leased and Owned Real Property
	SCHEDULE 3.12	 	ERISA Matters
	SCHEDULE 3.13(a)	 	Facilities/Properties Not in Compliance with Environmental Laws
	SCHEDULE 3.13(b)	 	Environmental Claims
	SCHEDULE 3.13(c)	 	Hazardous Materials
	SCHEDULE 3.13(e)	 	Sites listed for Clean-up/Investigation
	SCHEDULE 3.16	 	Insurance
	SCHEDULE 3.19	 	Securities
	SCHEDULE 3.20(d)	 	Mortgage Filing Offices
	SCHEDULE 5.19	 	Post Closing Matters
	SCHEDULE 6.01(a)(iii)	 	Indebtedness to Remain Outstanding
	SCHEDULE 6.02(iv)	 	Liens to Remain Outstanding
	SCHEDULE 6.03(c)	 	Other Businesses
	SCHEDULE 6.04	 	Existing Investments
	SCHEDULE 6.08(v)	 	Existing Affiliate Transactions
	SCHEDULE 6.09	 	Existing Restrictions




 


 



    	 vi



     

    









SECONDTHIRD
AMENDED AND RESTATED CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time,
this “Agreement”) dated as of December 23, 2013,October
5, 2016, among CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”),
CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), the financial institutions holding
Loans or Commitments hereunder from time to time (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as administrative agent (in such capacity, the “Administrative Agent”).


 


WHEREAS, Holdings, the Borrower, certain financial
institutions party thereto (the “Existing Lenders”) and the Administrative Agent are parties to that certain
Second Amended and Restated Credit Agreement dated
as of December 31, 200723,
2013 (as amended and restated pursuant to that First
Amendment to Second Amended and Restated Credit Agreement
dated as of June 8, 2011October
16, 2014 and as further amended, restated, supplemented or otherwise modified, the “Existing Credit Agreement”)
pursuant to which the Existing Lenders extended certain senior credit facilities to the Borrower.


 


WHEREAS, The Borrower has requested, and the
Lenders have agreed, to extend certain credit facilities to the Borrower on the terms and conditions of this Agreement.


 


WHEREAS, it is the intent of the parties hereto
that this Agreement not constitute a novation of the obligations and liabilities of the parties under the Existing Credit Agreement
and that this Agreement amend and restate the Existing Credit Agreement in its entirety.


 


WHEREAS, it is the intent of the Loan Parties
that all Obligations of the Loan Parties under the Loan Documents, as amended hereby, shall continue in full force and effect and
that, from and after the Restatement Date, all references to the “Credit Agreement” contained therein shall be deemed
to refer to this Agreement.


 


NOW THEREFORE, in consideration of the forgoing,
and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree to amend
and restate the Existing Credit Agreement as follows:


 


ARTICLE I



DEFINITIONS


 


Section 1.01        
Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:


 


“2020
Senior Notes” means the Borrower’s 10.875% senior notes due 2020 issued
pursuant to that certain Indenture dated as of May 30, 2012 (as
amended or supplemented prior to the Restatement Date, the “Existing Indenture”)
among the Borrower (as successor by merger to Consolidated Communications Finance Co.), Holdings, the Subsidiary Loan Parties party
thereto and Wells Fargo, as trustee and any additional series or class of notes issued from time to time under the Existing Indenture.


 


“ABR Borrowing” means a Borrowing
comprised of ABR Loans.


 


“ABR Loan” means any Loan
bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.


 






    	 	1	 



     

    

“ABR Revolving Loans” means
any Revolving Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions
of Article II.


 


“Accepting Revolving Lenders”
has the meaning assigned to such term in Section 2.22(a).


 


“Accepting Term Lenders”
has the meaning assigned to such term in Section 2.22(c).


 


“Accrual Date” means October
1, 2005.


 


“Act” has the meaning assigned
to such term in Section 9.19.


 


“Additional Collateral” has
the meaning assigned to such term in Section 5.11.


 


“Adjusted LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to
the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. Solely
for purposes of the Initial Term Loan, in no event shall the Adjusted LIBO Rate be less than 1.00%.


 


“Administrative Agent” has
the meaning assigned to such term in the preamble hereto.


 


“Administrative Agent Fee Letter”
means the Agent Fee Letter dated November 27, 2013September
12, 2016 among the Administrative Agent, Wells Fargo Securities, LLC and the Borrower.


 


“Administrative Agent Fees”
has the meaning assigned to such term in Section 2.10(c).


 


“Administrative Agent’s Office”
means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 9.01.


 


“Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Affiliate” of any Person
means any other Person which, directly or indirectly, controls, is controlled by or is under common control with such Person (excluding
any trustee under, or any committee with responsibility for administering, any Plan). A Person shall be deemed to be “controlled
by” any other Person if such other Person possesses, directly or indirectly, power


 


(a)               
solely for purposes of determining compliance with Section 6.08, to vote 10% or more of the securities (on a fully
diluted basis) having ordinary voting power for the election of directors or managing general partners; or


 


(b)              
to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


“Aggregate Revolving Exposure”
means the aggregate amount of the Revolving Lenders’ Revolving Exposures.


 


“Agreement” has the meaning
assigned to such term in the preamble hereto.


 


“All-in
Yield” means, as to any Indebtedness on any date of determination, the per annum yield thereon, as determined by the Administrative
Agent, based on the interest rate spreads, interest
rate benchmark floors, upfront fees and original issue
discount (with upfront fees and original issue discount being equated to yield based on an assumed four-year life to maturity,
or if less, the then remaining life to maturity), but excluding customary arrangement, underwriting, structuring or similar fees
paid to arrangers of fees that are not paid ratably to the market for such Indebtedness.


 






    	 	2	 



     

    

“Alternate Base Rate” means
for any day, a rate per annum equal to the highest of (a) the Administrative Agent’s Base Rate in effect on such day, (b)
the Federal Funds Rate in effect on such day plus 1/2 of 1% and (c) except during any period of time during which a notice delivered
to the Borrower under Section 2.12 shall remain in effect, the LIBO Rate for an Interest Period of one month in effect on
such day (the “30-Day LIBO Rate”) plus 1%. Any change in the Alternate Base Rate due to a change in the
Base Rate, the Federal Funds Rate or the 30-Day LIBO Rate shall be effective as of the opening of business on the effective day
of such change in the Base Rate, the Federal Funds Rate or the 30-Day LIBO Rate, respectively.


 


“Anti-Terrorism
Laws” has the meaning assigned to such term in Section 3.21.Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to Holdings or its Subsidiaries from time to
time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices
Act of 1977 and the rules and regulations thereunder and the U.K. Bribery Act 2010 and the rules and regulations thereunder.


 


“Anti-Money
Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules
applicable to a Loan Party, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including any applicable
provision of the Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,”
31 U.S.C. §§ 5311-5330 and 12U.S.C. §§ 1818(s), 1820(b) and 1951-1959).


 


“Applicable Law” means, collectively,
all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive
orders, and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative
orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in
each case whether or not having the force of law.


 


“Applicable Rate” means,
for any day, (a) with respect to the Initial Term Loan, (i) in the case of ABR Loans, 2.252.00%
per annum, and (ii) in the case of Eurodollar Loans, 3.253.00%
per annum; (b) with respect to Revolving Loans, (i) before the Trigger Date, (x) in the case of ABR Loans, 2.00% per
annum, and (y) in the case of Eurodollar Loans, 3.00% per annum, and (ii) on or after the Trigger Date, the applicable
rate per annum set forth in the table below (x) under the caption “ABR Loans Spread for Revolving Loans,” in the case
of ABR Loans, and (y) under the caption “Eurodollar Loans Spread for Revolving Loans,” in the case of Eurodollar Loans,
in each case based upon the Total Net Leverage Ratio as of the most recent determination date; (c) with respect to the Commitment
Fee, (i) before the Trigger Date, 0.375% per annum and (ii) on or after the Trigger Date, the applicable rate per annum
set forth in the table below under the caption “Commitment Fee”; and (d) with respect to any Incremental Term Loans,
the rate(s) set forth in the applicable Incremental Facility Amendment:


 


	
        Total Net

        Leverage Ratio
	
        ABR

        Loans

        Spread for Revolving Loans
	
        Eurodollar

        Loans

        Spread for Revolving Loans
	Commitment Fee
	>4.50 to 1.00	2.25%	3.25%	0.500%
	
        <4.50 to 1.00

        >3.50 to 1.00
	2.00%	3.00%	0.375%
	
        <3.50 to 1.00

        >2.50 to 1.00
	1.75%	2.75%	0.375%
	<2.50 to 1.00	1.50%	2.50%	0.250%


 






    	 	3	 



     

    

For purposes of such calculation of the Applicable
Rate with respect to Revolving Loans and the Commitment Fee on and after the Trigger Date, (a) the Total Net Leverage Ratio shall
be determined as of the end of each Fiscal Quarter of Holdings’ Fiscal Year based upon the consolidated financial statements
delivered pursuant to Section 5.01(a) or (b) and (b) each change in the Applicable Rate resulting from a change in
the Total Net Leverage Ratio shall be effective ten (10) Business Days after the date on which the Administrative Agent shall have
received the applicable financial statements and a Compliance Certificate calculating the Total Net Leverage Ratio. If at any time
the Borrower has not submitted to the Administrative Agent the applicable information as and when required under Section 5.01(a)
or (b), the Applicable Rate shall be the highest rate set forth in the table above until such time as the Borrower has provided
the information required under Section 5.01(a) or (b). Within one (1) Business Day of receipt of the applicable information
as and when required under Section 5.01(a) or (b), the Administrative Agent shall give each Lender telefacsimile
or telephonic notice (confirmed in writing) of the Applicable Rate in effect from such date.


 


Notwithstanding the foregoing, in the event
that any financial statement or Compliance Certificate delivered pursuant to Section 5.01(a) or (b) is shown to be
inaccurate (regardless of whether (a) this Agreement is in effect, or (b) the Revolving Commitments are in effect, or (c) any Loans
or Obligations hereunder are outstanding when such inaccuracy is discovered or such financial statement or Compliance Certificate
was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate with respect to
Revolving Loans and the Commitment Fee for any period (an “Applicable Period”) than the relevant Applicable
Rate applied for such Applicable Period, then (x) the Borrower shall immediately deliver to the Administrative Agent a correct
Compliance Certificate for such Applicable Period, (y) the Applicable Rate for such Applicable Period shall be determined as if
the Total Net Leverage Ratio in the corrected Compliance Certificate were applicable for such Applicable Period, and (z) the Borrower
shall immediately pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable
Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section
2.13. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Section 7.01.


 


“Approved Fund” means any
Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity
that administers or manages a Lender.


 


“Arrangers” means Wells Fargo
Securities, LLC, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland plcMizuho
Bank, Ltd., TD Securities (USA) LLC and each of their respective successors and assigns.


 


“Asset Sale” means any Disposition,
except (a) sales, dispositions and leases permitted by Section 6.05 (other than clause (viii) thereof) and (b) any such
transaction or series of transactions which, if not otherwise excluded pursuant to clause (a), would not generate Net Proceeds
in excess of $1.05.0
million (or, when taken together with all other such transactions, in excess of $5.010.0
million in any twelve-month period).


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required
by Section 9.10), and accepted by the Administrative Agent, in substantially the form of Exhibit B or any other form
approved by the Administrative Agent.


 






    	 	4	 



     

    

“Authorized Officer” means,
with respect to the Borrower, those of its officers and other authorized senior management level
employeesits chief executive officer, president,
chief financial officer, controller, treasurer or assistant treasurer or any other officer thereof designated in writing and reasonably
acceptable to the Administrative Agent, in each case whose signature and incumbency has been certified to the Administrative
Agent and the Lenders by the Secretary of the Borrower in a certificate dated the Restatement Date or any successor thereto.


 


“Available Cash” means, for
any date of determination, for the period commencing on the Accrual Date and ending on the last day of the Fiscal Quarter most
recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or (b), an amount equal
to the sum (as calculated for Holdings and its Subsidiaries on a consolidated basis) of:


 


(a)               
Consolidated EBITDA for such period (without giving pro forma effect to Permitted Acquisitions and Dispositions pursuant
to the last sentence thereof) minus


 


(b)              
to the extent not deducted in the determination of Consolidated EBITDA for such period, the sum (without
duplication) of the following in each case, for such period:


 


(i)                
non-cash dividend income;


 


(ii)              
cash Consolidated Interest Expense net
of amortization of debt issuance costs incurred (A) in connection with or prior to the consummation of the North Pittsburgh Merger
or (B) in connection with the Senior Note Redemption;


 


(iii)            
Capital Expenditures from Internally Generated Funds;


 


(iv)            
cash income taxes;


 


(v)              
scheduled principal payments of Indebtedness from Internally
Generated Funds, if any;


 


(vi)            
voluntary prepayments of Indebtedness from Internally Generated Funds (other than in connection with the
North Pittsburgh Merger, the Senior Note Redemption or any Permitted Refinancing) and net increases in outstanding
Revolving Loans;


 


(vii)          
the cash cost of any extraordinary or unusual losses or charges;


 


(viii)        
all cash payments made on account of losses or charges expensed during or prior to such period (to the extent not deducted
in the determination of Consolidated EBITDA for such prior period);


 


(ix)            
all Transaction Fees added back in clause (a)(v) of the definition of Consolidated EBITDA for such period; and


 


(x)              
all cash amounts added back in clause (d) of the definition of Consolidated EBITDA; plus


 


(c)               
to the extent not included in the determination of Consolidated EBITDA, (i) cash interest income for such period, (ii) the
cash amount realized in respect of extraordinary or unusual gains during such period and (iii) net decreases in Revolving Loans
during such period.


 






    	 	5	 



     

    

“Available Proceeds” means,
at any time, the amount of cash equity contributed to the Borrower following the Effective Date to the extent that such contribution
was not previously applied to make an Investment pursuant to Section 6.04, or a Restricted Payment pursuant to Section
6.07.


 


“Available Revolving Commitment”
means as to any Revolving Lender, at any time of determination, an amount equal to such Revolving Lender’s Revolving Commitment
at such time minus such Revolving Lender’s Revolving Exposure at such time.


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect
of any liability of an EEA Financial Institution.


 


“Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is
described in the EU Bail-In Legislation Schedule.


 


“Bank Equity Interests” means
investments in non-voting participation certificates of CoBank, ACB acquired by the Borrower in connection with Loans hereunder
or loans under the Existing Credit Agreement or the Original Credit Agreement, in each case from CoBank, ACB.


 


“Base Rate” means the rate
of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate (the Base Rate not being
intended to be the lowest rate of interest charged by the Administrative Agent in connection with extensions of credit to debtors)
(any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified
in the public announcement of such change).


 


“Board” means the Board of
Governors of the Federal Reserve System of the United States.


 


“Borrower” has the meaning
assigned to such term in the preamble to this Agreement.


 


“Borrowing” means a Loan
or group of Loans to the Borrower of the same Class and Type made (including through a conversion or continuation) by the applicable
Lenders on a single date and, with respect to any Eurodollar Loan, as to which a single Interest Period is in effect.


 


“Borrowing Date” means any
Business Day specified in a notice pursuant to Section 2.02 as a date on which the Borrower requests Loans to be made hereunder.


 


“Borrowing Request” has the
meaning assigned to such term in Section 2.02(a).


 


“Business Day” means (a)
for all purposes other than as set forth in clause (b) below, any day other than a Saturday, Sunday or legal holiday on which banks
in Charlotte, North Carolina and New York, New York, are open for the conduct of their commercial banking business, and (b) with
respect to all notices and determinations in connection with, and payments of principal and interest on, any Eurodollar Loan, any
day that is a Business Day described in clause (a) and that is also a day for trading by and between banks in Dollar deposits in
the London interbank market.


 


“Capital Expenditures” means,
for any period, any and all expenditures made by Holdings or any of its Subsidiaries in such period for assets added to or reflected
in its property, plant and equipment accounts or other similar capital asset accounts or comparable items or any other capital
expenditures that are, or should be, set forth as “additions to plant, property and equipment” on the financial statement
prepared in accordance with GAAP, whether such asset is purchased for cash or financed as an account payable or by the incurrence
of Indebtedness, accrued as a liability or otherwise including, without limitation, as a result of incurring any Capital Lease
Obligations.


 






    	 	6	 



     

    

“Capital Lease Obligations”
means all monetary or financial obligations of Holdings or any of its Subsidiaries under any leasing or similar arrangement conveying
the right to use real or personal property, or a combination thereof, which, in accordance with GAAP, would or should be classified
and accounted for as capital leases, and the amount of such obligations shall be the capitalized amount thereof determined in accordance
with GAAP and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease
prior to the first date on which such lease may be terminated by the lessee without payment of a penalty.


 


“Cash
Collateralize” means, to pledge and deposit with, or deliver to the Administrative Agent, or directly to the applicable Issuing
Bank (with notice thereof to the Administrative Agent), for the benefit of one or more of the Issuing Banks, the Swingline Lender
or the Lenders, as collateral for LC Exposure or obligations of the Lenders to fund participations in respect of LC Exposure or
Swingline Loans, cash or deposit account balances or, if the Administrative Agent and the applicable Issuing Bank and the Swingline
Lender shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and substance
satisfactory to the Administrative Agent, such Issuing Bank and the Swingline Lender, as applicable. “Cash Collateral”
shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 


“Cash Management Agreement”
means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card (including
non-card electronic payables), electronic funds transfer and other cash management arrangements.


 


“Cash Management Bank” means
any Person that, (a) at the time it enters into a Cash Management Agreement with a Loan Party, is a Lender, an Affiliate of a Lender,
the Administrative Agent or an Affiliate of the Administrative Agent, or (b) at the time it (or its Affiliate) becomes a Lender
or the Administrative Agent (including on the Restatement Date), is a party to a Cash Management Agreement with a Loan Party, in
each case in its capacity as a party to such Cash Management Agreement.


 


“Cash Management Obligations”
means all existing or future payment and other obligations owing by any Loan Party under any Cash Management Agreement (which such
Cash Management Agreement is permitted hereunder) with any Cash Management Bank.


 


“CERCLA” means the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended.


 


“CERCLIS” means the Comprehensive
Environmental Response, Compensation and Liability Information System List.


 


“Change in Control” means
the occurrence of any of the following:


 


(a)              
any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding,
voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than any one or more of
the Permitted Holders, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, except that
any such person will be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire,
whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the
total voting power of the Equity Interests of Holdings and the Permitted Holders shall be the beneficial owners (as defined above)
of a lesser percentage of the total voting power of the Equity Interests of Holdings; or


 






    	 	7	 



     

    

(b)              
Holdings shall cease to own beneficially and of record all of the Equity Interests of the Borrower (other than as a result
of a transaction permitted by Section 6.03(a)).


 


“Change
in Law” means the occurrence, after the Restatement Date, of any of the following: (a) the adoption or taking effect of any
law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding
anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and
(ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on
Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case
pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted,
implemented or issued.


 


“Class” when used in reference
to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, the Initial
Term Loan, Incremental Term Loans or Swingline Loans, and when used in reference to any Commitment, refers to whether such Commitment
is a Revolving Commitment or Incremental Term Commitment, and when used in reference to any Lender, refers to whether such Lender
is a Revolving Lender, an Initial Term Lender or an Incremental Term Lender.


 


“Code” means the Internal
Revenue Code of 1986, as amended from time to time.


 


“Collateral” has the meaning
assigned to such term in the Collateral Agreement, or, as the context requires, in any other applicable Security Document.


 


“Collateral Account” means
the collateral account or sub-account established and maintained by the Administrative Agent in its name as Administrative Agent
for the benefit of the Secured Parties, in accordance with the terms of this Agreement and the other applicable Loan Documents.


 


“Collateral Agreement” means
the Collateral Agreement dated as of December 31, 2007 by and among Holdings, the Borrower and certain of the Subsidiaries of Holdings
in favor of the Administrative Agent, as amended, amended and restated, supplemented, reaffirmed or otherwise modified from time
to time (including pursuant to the ReaffirmationRestatement
Agreement).


 


“Commitment” means, with
respect to any Lender, such Lender’s Revolving Commitment or Incremental Term Commitment or any combination thereof (as the
context requires).


 


“Commitment Fee” has the
meaning assigned to such term in Section 2.10(a).


 


“Commitment Fee Average Daily Amount”
has the meaning assigned to such term in Section 2.10(a).


 


“Commitment Fee Termination Date”
has the meaning assigned to such term in Section 2.10(a).


 






    	 	8	 



     

    

“Commitment Percentage” means
the percentage of the Total Revolving Commitment represented by such Lender’s Revolving Commitment.


 


“Commodity Exchange Act”
means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


“Compliance Certificate”
has the meaning assigned to such term in Section 5.01(b) and shall be substantially in the form of Exhibit C.


 


“Conduit
Financing Arrangement” has the meaning assigned to such term in Section 2.16(f).
“Connection Income Taxes” means Other Connection Taxes
that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.


 


“Consolidated EBITDA” means,
for any period, Consolidated Net Income for such period (a) plus all amounts deducted in arriving at Consolidated Net Income for
such period in respect of, without duplication, (i) Consolidated Interest Expense, amortization or write-off of debt discount and
non-cash expense incurred in connection with equity compensation plans, (ii) foreign, federal, state and local income Taxes, (iii)
charges for depreciation of fixed assets and amortization of intangible assets, (iv) all non-cash charges (excluding any non-cash
charge to the extent that it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid
cash expense that was paid in a prior period) and (v) Transaction Fees as specified in reasonable detail; (b) minus (in the case
of gains) or plus (in the case of losses) gain or loss on any Disposition during such period; (c) plus extraordinary loss (as defined
by GAAP) during such period; (d) plus the aggregate amount of all unusual and non-recurring cash charges deducted in arriving at
Consolidated Net Income for such period and not otherwise included in clause (a) above; provided that the aggregate amount
of such charges permitted to be added back for any Test Period shall not exceed $5.0 million and (e) minus the sum of (x) interest
income, (y) extraordinary income or gains as defined by GAAP and (z) all non-cash items increasing Consolidated Net Income, in
each case, for such period. For purposes of this Agreement, Consolidated EBITDA shall be adjusted on a pro forma basis, in a manner
reasonably acceptable to the Administrative Agent, to include without duplication, as of the first day of any applicable period,
any Permitted Acquisitions and any Dispositions consummated during such period, including, without limitation, adjustments (a)
reflecting any non-recurring costs, cost savings and any extraordinary expenses with respect to any Permitted Acquisitions and
any Dispositions consummated during such period calculated in accordance with Regulation S-X of the Securities Exchange Act of
1934, as amended, and (b) other non-recurring costs, cost savings and any extraordinary expenses with respect to any Permitted
Acquisitions and any Dispositions consummated during such period that have been realized or are reasonably expected to be realized
within 12 months after such Permitted Acquisition or Disposition and in each case are identified to the Administrative Agent in
writing in reasonable detail, including, but not limited to, the execution or termination of any contracts, reduction of costs
related to administrative functions, the termination of any personnel or the closing of any facility, as applicable; provided,
that (i) in any case such adjustments are set forth in a certificate signed by a Financial Officer of the Borrower and delivered
to the Administrative Agent at or prior to the consummation of such Permitted Acquisition or Disposition that states (A) the amount
of such adjustment or adjustments and (B) that such adjustment or adjustments are based on the reasonable good faith beliefs of
the Financial Officer executing such certificate at the time of such execution, (ii) if the Borrower shall have obtained any consultant’s
or advisor’s report or analysis with respect to such adjustments, such report shall have been provided to the Administrative
Agent promptly after the issuance thereof and (iii) in no event shall the aggregate amount of such adjustments pursuant to this
clause (b), together with the amount of any adjustment pursuant to clause (d) of the preceding sentence exceed, for the applicable
period, 710%
of Consolidated EBITDA of the Borrower and its Subsidiaries and the Person being acquired, all for such period.


 


“Consolidated Indebtedness”
means, at a particular date, the aggregate stated balance sheet amount of all Indebtedness (other than any Net Hedging Obligations
and any Indebtedness permitted pursuant to Section 6.01(a)(xvi)) of Holdings and its Subsidiaries determined on a consolidated
basis in accordance with GAAP at such date.


 






    	 	9	 



     

    

“Consolidated Interest Expense”
means, with respect to Holdings and its Subsidiaries on a consolidated basis for any period, the sum of (a) gross interest expense
for such period, including (i) the amortization of debt discounts, (ii) the amortization of all fees (including fees with respect
to Hedging Agreements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense and
(iii) the portion of any payments or accruals with respect to Capital Lease Obligations allocable to interest expense, and (b)
capitalized interest, but excluding non-cash interest expense booked with respect to (i) tax reserves, (ii) Hedging Agreements
and (iii) the refinancing of any Indebtedness (including any Permitted Refinancing). For the purposes of this Agreement, in the
event that any underwriting fees paid in connection with the transactions contemplated under this Agreement, the fees (or any portion
thereof) referred to in the Engagement Letter or any similar fee paid in connection with a Permitted Refinancing is required to
be expensed in the Fiscal Quarter in which such fee is paid, rather than being capitalized and amortized over the term of the respective
Indebtedness associated therewith, the entire amount of such fee shall not be included in Consolidated Interest Expense for the
Fiscal Quarter in which such fee is paid, but instead shall be included in the calculation of Consolidated Interest Expense for
such Fiscal Quarter and succeeding Fiscal Quarters as if such fee was capitalized and amortized over the term of such Indebtedness.
Any interest, expenses or fees paid to the holders of any Permitted Escrow Debt by an Unrestricted Subsidiary shall be deemed to
be Consolidated Interest Expense for all purposes of this Agreement. Without duplication of the immediately preceding sentence,
solely for purposes of determining Available Cash, any amount invested by the Borrower or any of its Subsidiaries in an Unrestricted
Subsidiary pursuant to Section 6.04(xvi) (net of any amounts distributed back to the Borrower or any of its Subsidiaries)
shall be deemed to be Consolidated Interest Expense for all purposes under this Agreement.


 


“Consolidated Net Income”
means, for any period, the net income or loss of Holdings and its Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP; provided that there shall be excluded therefrom, without duplication, (a) the income or loss of
any Person (other than consolidated Subsidiaries of Holdings) in which any other Person (other than the Borrower or any of its
Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to the
Borrower or any of its Subsidiaries by such Person during such period, (b) the cumulative effect of a change in accounting principles
during such period, (c) any net after-tax income (loss) from discontinued operations and any net after-tax gains or losses on disposal
of discontinued operations, (d) the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged
into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Borrower or
any of its Subsidiaries and (e) the income of any consolidated Subsidiary to the extent that declaration of payment of dividends
or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter
or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary.


 


“Consolidated Senior Secured Indebtedness”
means, at a particular date, the aggregate stated balance sheet amount of all Indebtedness (other than any Net Hedging Obligations)
of Holdings and its Subsidiaries determined on a consolidated basis in accordance with GAAP at such date that, at such date, is
secured by a Lien on assets of Holdings or any of its Subsidiaries, net of the lesser of (a) the amount of cash
and cash equivalents reflected on a consolidated balance sheet of Holdings as of such date other than any such amount that would
be classified, in accordance with GAAP, as “restricted cash” (and excluding the cash and cash equivalents of any Subsidiary
that is not a Loan Party to the extent such Subsidiary would be prohibited on such date from distributing such cash to a Loan Party)Qualified
Cash and Cash Equivalents and (b) $25.0 million.


 






    	 	10	 



     

    

“Consolidated Senior Secured Leverage
Ratio” means, at a particular date the ratio of (a) Consolidated Senior Secured Indebtedness on such date to (b) Consolidated
EBITDA for the Test Period most recently ended.


 


“Contested Collateral Lien Conditions”
means (a) with respect to any proceeding instituted contesting any amount payable by any Loan Party or any of its Subsidiaries,
such proceeding operates to stay the sale or forfeiture of any portion of the Collateral on account of such Lien; and (b) in the
event the amount of any such Lien shall exceed $2.0 million, the Loan Party or its applicable Subsidiary shall either obtain a
bond or maintain cash reserves, in either case, in an amount sufficient to pay and discharge such Lien and the Administrative Agent’s
reasonable estimate of all interest and penalties related thereto.


 


“Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through
the ownership of voting securities, by contract or otherwise, and “controlling” and “controlled”
have meanings correlative thereto.


 


“Convertible
Indebtedness” means Indebtedness of Holdings permitted under Section 6.01(a)(xviii) that
is issued on terms and conditions reasonably satisfactory to the Administrative Agent and is convertible into or exchangeable or
exercisable for Class A Common Stock of Holdings.


 


“Credit Event” has the meaning
assigned to such term in Section 4.02.


 


“Cumulative Available Cash”
means (a) $23,697,000 plus (b) the result of the following (as calculated for Holdings and its Subsidiaries, without duplication,
on a consolidated basis) for the period commencing on the Accrual Date and ending on the last day of the Fiscal Quarter of Holdings
then most recently ended for which financial statements have been delivered to the Administrative Agent pursuant to Section
5.01(a) or (b): (i) Available Cash for such period, minus (ii) the aggregate amount of Subject Payments paid
after July 27, 2005 minus (iii) mandatory prepayments of Term Loans pursuant to clauses (iv) and (v) of Section 2.05(c).


 


“Debt Incurrence” has the
meaning assigned to such term in Section 2.05(c)(i).


 


“Debtor Relief Laws” means
the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the
benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar Applicable Laws with respect
to debtor relief of the United States or other applicable jurisdictions from time to time in effect.


 


“Default” means any Event
of Default, any Event of Termination and any event or condition which upon notice, lapse of time or both would constitute an Event
of Default or Event of Termination.


 


“Defaulting Lender” means,
subject to Section 2.23(g), any Lender that (a) has failed to (i) fund all or any portion of the Revolving Loans,
or any Term Loan,
participations in Letters of Credit or participations in Swingline Loans required to be funded by it hereunder
within two Business Days of the date such Loans or participations were required
to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the
result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent,
together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to
the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it
hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date
when due unless such amount is the subject of a good faith dispute, (b) has notified
the Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender in writing that it does not intend to comply with
its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates
to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination
that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified
in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by
the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply
with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has
a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or
(ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or
similar Person charged with reorganization or liquidation of its business or assets, including the FDIC or any other state or federal
regulatory authority acting in such a capacity, or (iii) become the
subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of
the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental
Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such
Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination
by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be
conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section
2.23(g))) upon delivery of written notice of such determination to the Borrower, each Issuing Bank, the Swingline Lender and
each Lender.


 






    	 	11	 



     

    

“Destruction” means any and
all damage to, or loss or destruction of, or loss of title to, all or any portion of the Property of Holdings or any of its Subsidiaries.


 


“Disposition” means any direct
or indirect sale, transfer, lease, conveyance or other disposition by Holdings or any of its Subsidiaries of any of its property
or assets, including any sale or issuance of any Equity Interests of any Subsidiary of the Borrower.


 


“Dividend Suspension Period”
means any period (a) commencing on and including the date of delivery of a Compliance Certificate pursuant to Section 5.01(b)
or (c) showing that, for the then most recently ended period of four consecutive Fiscal Quarters of Holdings, the Total
Net Leverage Ratio is greater than 5.10 to 1 (or on the date upon which the Borrower shall fail to deliver such Compliance Certificate),
and (b) ending on and excluding the date of delivery of a Compliance Certificate pursuant to Section 5.01(b) or (c)
showing that, for the then most recently ended period of four consecutive Fiscal Quarters of the Borrower, the Total Net Leverage
Ratio is equal to or less than 5.10 to 1.


 


“Dollars” or “$”
means lawful money of the United States of America.


 


“Domestic Subsidiary” means
any Subsidiary of the Borrower that is not a Non-U.S. Subsidiary.


 


“EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is
subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country
which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent. 


 






    	 	12	 



     

    

“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA
Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any credit institution or investment
firm established in any EEA Member Country.


 


“Effective Date” means December
31, 2007.


 


“Embargoed
Person” has the meaning assigned to such term in Section 6.14.


 


“Engagement Letter” means
the Engagement Letter dated November 27, 2013September
12, 2016 among the Administrative Agent, Wells Fargo Securities,
LLC, Morgan Stanley Senior Funding, Inc., Mizuho Bank, Ltd.
and the Borrower.


 


“Enventis Inventory Financing”
means that certain inventory financing arrangement entered into by Enterprise Integration Services, Inc. (“EIS”)
pursuant to that certain Inventory Credit Agreement dated as of October 16, 2014 by and between EIS and GE Commercial Distribution
Finance Corporation.


 


“Environment” means ambient
air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata,
natural resources such as flora and fauna, or as otherwise defined in any applicable Environmental Law.


 


“Environmental Claim” means
any written accusation, allegation, notice of violation, claim, demand, order, directive, cost recovery action or other cause of
action by, or on behalf of, any Governmental Authority or any other Person for damages, injunctive or equitable relief, personal
injury (including sickness, disease or death), Remedial Action costs, tangible or intangible property damage, natural resource
damages, nuisance, pollution, any adverse effect on the Environment caused by any Hazardous Material, or for fines, penalties or
restrictions, resulting from or based upon: (a) the existence, or the continuation of the existence, of a Release (including sudden
or non-sudden, accidental or non-accidental Releases); (b) exposure to any Hazardous Material; (c) the presence, use, handling,
transportation, storage, treatment or disposal of any Hazardous Material; or (d) the violation or alleged violation of any Environmental
Law or Environmental Permit.


 


“Environmental Laws” means
any and all applicable treaties, laws (including common law), rules, regulations, codes, ordinances, orders, decrees, judgments,
injunctions or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the
Environment, preservation or reclamation of natural resources, the management, Release or threatened Release of, or exposure to,
any Hazardous Material or to health and safety matters.


 


“Environmental Liability”
means any liability, contingent or otherwise (including, but not limited to, any liability for damages, natural resource damage,
costs of environmental remediation, administrative oversight costs, fines, penalties or indemnities), of any member of the Holdings
and its Subsidiaries, directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials
or (d) the Release or threatened Release of any Hazardous Materials into the Environment.


 


“Environmental Permit” means
any permit, approval, authorization, certificate, license, variance, filing or permission required by or from any Governmental
Authority pursuant to any Environmental Law.


 






    	 	13	 



     

    

“Equity Interests” means
shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person.


 


“Equity Rights” means all
securities convertible or exchangeable for Equity Interests and all warrants, options or other rights to purchase or subscribe
for any Equity Interests, whether or not presently convertible, exchangeable or exercisable.


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as the same may be amended from time to time.


 


“ERISA Affiliate” means any
trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Sections
414(b) or (c) of the Code, and for the purpose of Section 302 of ERISA and/or Section 412, 4971, 4977, 4980D, 4980E and/or each
“applicable section” under Section 414(t)(2) of the Code, within the meaning of Section 414(b), (c), (m) or (o) of
the Code.


 


“ERISA Event” means (a) any
“reportable event,” as defined in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a
Pension Plan (other than an event for which the 30-day notice period is waived by regulation); (b) the
existence with respect to any Pension Plan of an “accumulated funding deficiency” (as defined in Section 412 of the
Code or Section 302 of ERISA), whether or
not waived, the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Pension
Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the filing pursuant to Section
412(dc)
of the Code or Section 303302(dc)
of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (d) the incurrence by
any Loan Party or ERISA Affiliate of any liability under Title IV of ERISA with respect to any Pension Plan,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA; (e) the receipt by any Loan Party
or ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Pension Plan,
to appoint a trustee to administer any Pension Plan, or to take any other action with respect to a Pension Plan that could result
in material liability to a Loan Party or a Subsidiary, or the occurrence of any event or condition which could reasonably be expected
to constitute grounds under ERISA for the termination of or the appointment of a trustee to administer, any Pension Plan; (f) the
incurrence by any Loan Party or ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any
Pension Plan or Multiemployer Plan; (g) the receipt by a Loan Party or ERISA Affiliate of any notice concerning the imposition
of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA; (h) the making of any amendment to any Pension Plan which could result in the imposition
of a lien or the posting of a bond or other security or an increase
in the minimum annual contribution to any Pension Plan resulting from a determination by such Pension Plan’s regular actuary
that it is an at risk plan within the meaning of Section 430(i) of the Code or Section 303(i)
of ERISA, or an increase in the rate of required contributions to any Multiemployer Plan resulting from a determination that such
Plan is in endangered or critical status within the meaning of Section 432 of the Code and Section 305 of ERISA;
or (i) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA)
which could result in liability to a Loan Party or any of the Subsidiaries.


 


“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any
successor thereto), as in effect from time to time. 


 


“Eurodollar Borrowing” means
a Borrowing comprised of Eurodollar Loans.


 


“Eurodollar Loan” means any
Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article
II.


 






    	 	14	 



     

    

“Event of Default” has the
meaning assigned to such term in Section 7.01.


 


“Event of Termination” has
the meaning assigned to such term in Section 7.01.


 


“Excess Subject Payment Amount”
means, for any Fiscal Quarter, the amount by which the amount of Subject Payments in such Fiscal Quarter exceeded the sum
of (a) $10,410,000 for any Fiscal Quarter ending after June 30, 2006 plus (b) the amount of pro rata dividends
paid during such Fiscal Quarter on shares of Class Aproduct
of (a) $0.38738 per share times (b) the sum of the aggregate number of shares of Common Stock outstanding on the Restatement Date
plus the aggregate number of shares of Common Stock of Holdings which were reserved
on July 27, 2005 with respect to issuances after July 27, 2005 of Class A Common Stock of Holdings under Holdings’ restricted
share plan plus (c) the amount of pro rata dividends paid during such Fiscal Quarter on shares of Class
A Common Stock of Holdings issued pursuant to the North Pittsburgh Merger Agreement and the SureWest Merger Agreement plus
(d) the amount of pro rata dividends paid during such Fiscal Quarter on shares of Class A Common Stock of Holdings that
were issued pursuant to a conversion, exchange or exercise of any Convertible Indebtedness plus (e) the
amount of pro rata dividends paid during such Fiscal Quarter on shares of Class A Common Stock of Holdings issuedissued
after the Restatement Date to finance a Permitted Acquisition.


 


“Excluded Debt Issuance”
means any Indebtedness permitted to be incurred pursuant to Section 6.01(a).


 


“Excluded Swap Obligation”
means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the liability of such
Loan Party for or the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap
Obligation (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation
or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of
such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity
Exchange Act and the regulations thereunder at the time the liability for or the guarantee of such Loan Party or the grant of such
security interest becomes effective with respect to such Swap Obligation (such determination being made after giving effect to
any applicable keepwell, support or other agreement for the benefit of the applicable Loan Party, including under Section 2.12
of the Guaranty Agreement). If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall
apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is
or becomes illegal for the reasons identified in the immediately preceding sentence of this definition.


 


“Executive
Order” has the meaning assigned to such term in Section 3.21.Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on
or measured by net income (however denominated), franchise
Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or
having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing
such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, United States
federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest
in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or
Commitment (other than pursuant to an assignment request by the Borrower under Section 2.20)) or (ii) such Lender changes its Lending
Office, except in each case to the extent that, pursuant to Section 2.16, amounts with respect to such Taxes were payable either
to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed
its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.16(g) and (d) any United
States federal withholding Taxes imposed under FATCA.


 






    	 	15	 



     

    

“Existing Credit Agreement”
has the meaning assigned to such term in the preamble.


 


“Existing Indenture” has
the meaning assigned to such term in the definition of 20202022
Senior Notes.


 


“Existing Lenders” means
the lenders party to the Existing Credit Agreement immediately prior to the Restatement Date.


 


“Existing
Letters of Credit” means those letters of credit existing on the Restatement Date and identified on Schedule 1.01(b).


 


“Extended Revolving Commitment”
means, as of any date of determination and with respect to each Accepting Revolving Lender, the commitment of such Accepting Revolving
Lender to make Revolving Loans in accordance with the Revolving Extension Agreement and to acquire participations in Letters of
Credit and Swingline Loans hereunder, as the same may be reduced from time to time pursuant to the provisions of this Agreement.


 


“Extended Revolving Loans”
means the loans made pursuant to an Extended Revolving Commitment.


 


“Extended
Revolving Maturity Date” means, with respect to an Extended Revolving Subfacility, the date specified as such
in the applicable Revolving Extension Agreement.


 


“Extended Revolving Subfacility”
means any tranche of Extended Revolving Loans.


 


“Extended Term Loans” means
the loans extended pursuant to a Term Loan Modification Agreement.


 


“Extended
Term Maturity Date” means, with respect to an Extended Term Subfacility, the date specified as such in the applicable
Term Loan Modification Agreement.


 


“Extended Term Subfacility”
means any tranche of Extended Term Loans.


 


“FATCA” means Sections 1471
through 1474 of the Code, as of the date of this Agreement (and any substantially similar amendments
thereto or successor provisions) andor any amended
or successor version that is substantially comparable
and not materially more onerous to comply with),
any current or future regulations or official interpretations thereof,
and any agreements entered into pursuant to Section 1471(b)(1) of the Code.


 


“FDIC” means the Federal
Deposit Insurance Corporation and any successor organization performing similar functions.


 


“Federal Funds Rate” means,
for any day, the rate per annum equal to the weighted average of the rates on overnight Federalfederal
funds transactions with members of the Federal Reserve System arranged by federal funds brokers
on such day (or, if such day is not a Business Day, for the immediately preceding Business Day), as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so
published for any day which is a Business Day, the Federal Funds
Rate for such day shall be the average of the quotation for such day on such transactions received by the Administrative
Agent from three (3) Federal Funds brokers of recognized standing selected by the Administrative Agent. Notwithstanding
the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 






    	 	16	 



     

    

“Fees” means the Commitment
Fee, the LC Fees and the Administrative Agent Fees.


 


“Financial Covenants” means
those covenants and agreements of the Loan Parties set forth in Sections 6.11 through 6.12, inclusive.


 


“Financial Officer” of any
corporation, partnership or other entity means the chief financial officer, the principal accounting officer, Treasurer or Controller
(or person having an analogous title) of such corporation, partnership or other entity.


 


“First
Amendment” means that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of October
16, 2014, by and among Holdings, the Borrower, the
Subsidiary Loan Parties party thereto, the Lenders party thereto and the Administrative Agent.


 


“Fiscal Quarter” means any
quarter of a Fiscal Year.


 


“Fiscal Year” means any period
of twelve consecutive calendar months ending on December 31; references to a Fiscal Year with a number corresponding to any calendar
year refer to the Fiscal Year ending on December 31 occurring during such calendar year.


 


“Foreign Lender” has
the meaning assigned thereto in Section 2.16(d).means
(a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person and (b) if the Borrower is not a U.S. Person, any Lender
that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.


 


“Foreign Plan” means any
employee benefit plan, program, policy, arrangement or agreement maintained or contributed to outside the United States by any
Loan Party or any of its Subsidiaries primarily for the benefit of employees of any Loan Party or any of its Subsidiaries employed
outside the United States.


 


“Fronting Exposure” means,
at any time there is a Defaulting Lender, (a) with respect to theany
Issuing Bank, such Defaulting Lender’s L/CLC
Exposure with respect to Letters of Credit issued by such Issuing
Bank, other than L/CLC
Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash
collateral or other credit support acceptable to the Issuing Bank shall have been providedCash
Collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender, such Defaulting
Lender’s Commitment Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders, repaid by the Borrower or for which cash collateral
or other credit support acceptable to the Swingline Lender shall have been provided or
Cash Collateralized in accordance with the terms hereof.


 


“Fund” means any Person (other
than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.


 


“GAAP” means, subject to
Section 1.03, generally accepted accounting principles in the United States applied on a consistent basis.


 






    	 	17	 



     

    

“Governmental Authority”
means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national
bodies such as the European Union or the European Central Bank and including, without limitation, the Federal Communications Commission,
the PPUC, the TPUC and the ICC).


 


“Guarantee” of or by any
Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof (including pursuant
to a “synthetic lease”), (c) to maintain working capital, equity capital or any other financial statement condition
or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as
an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided
that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.
The amount of the obligation under any Guarantee shall be deemed to be the lower of (a) an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Guarantee is made (including principal, interest and fees) and (b) the
maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee, unless
such primary obligation and the maximum amount for which such guarantor may be liable are not stated or determinable, in which
case the amount of the obligation under such Guarantee shall be such guarantor’s maximum reasonably anticipated liability
in respect thereof as determined by the guarantor in good faith; irrespective, in any such case, of any amount thereof that would,
in accordance with GAAP, be required to be reflected on a balance sheet of such Person.


 


“Guaranty Agreement” means
the Guaranty Agreement dated as of December 31, 2007 by and among Holdings and certain Subsidiaries of Holdings in favor of the
Administrative Agent, as amended, amended and restated, supplemented, reaffirmed or otherwise modified from time to time (including
pursuant to the ReaffirmationRestatement
Agreement).


 


“Hazardous Materials” means
all pollutants, contaminants, wastes, substances, chemicals, materials and constituents, including without limitation, crude oil,
petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls (“PCBs”)
or PCB-containing materials or equipment of any nature which can give rise to Environmental Liability under, or are regulated pursuant
to, any Environmental Law.


 


“Hedging Agreement” means
any agreement with respect to any Interest Rate Contract, forward rate agreement, commodity swap, forward foreign exchange agreement,
currency swap agreement, cross-currency rate swap agreement, currency option agreement or other agreement or arrangement designed
to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices, all as amended,
restated, supplemented or otherwise modified from time to time.


 


“Hedging Obligations” means
all existing or future payment and other obligations owing by any Loan Party under any Hedging Agreement (which such Hedging Agreement
is permitted hereunder) with any Secured Hedging Provider.


 


“Holdings” has the meaning
assigned to such term in the preamble to this Agreement.


 






    	 	18	 



     

    

“ICC” means the Illinois
Commerce Commission and any successor organization performing similar regulatory functions.


 


“ICTC” means Consolidated
Communications of Illinois (formerly known as Illinois Consolidated Telephone Company),
an Illinois corporation.


 


“Impermissible Qualification”
means, relative to the opinion or certification of any independent public accountant as to any consolidated financial statements
of Holdings, any qualification or exception to such opinion or certification:


 


(a)               
which is of a “going concern” or similar nature;


 


(b)              
which relates to the limited scope of examination of matters relevant to such financial statement; or


 


(c)               
which relates to the treatment or classification of any item in such financial statement and which, as a condition to its
removal, would require an adjustment to such item the effect of which would be to cause the Borrower to be in Default under any
Financial Covenant.


 


“Increase
Effective Date” has the meaning assigned to such term in Section 2.21(f).


 


“Increased Cost Lender” has
the meaning assigned thereto in Section 2.20.


 


“Incremental
Facility” shall have the meaning assigned to such term in Section 2.21(a).


 


“Incremental Facility Amendment”
shall have the meaning assigned to such term in Section 2.21(ae).


 


“Incremental
Lender” means any Person with a commitment with respect to an Incremental Facility or an outstanding Incremental Term Loan
in its capacity as such.


 


“Incremental Term Commitments”
shall have the meaning assigned to such term in Section 2.21(a).


 


“Incremental Term Lender”
means a Lender with an Incremental Term Commitment or an outstanding Incremental Term Loan, in its capacity as such.


 


“Incremental Term Loans”
shall have the meaning assigned to such term in Section 2.21(a).


 


“Indebtedness” of any Person
means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any
kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such
Person upon which interest charges are customarily paid (excluding obligations to pay salary or benefits under deferred compensation
or other benefit programs), (d) all obligations of such Person under conditional sale or other title retention agreements relating
to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or
services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness (excluding prepaid
interest thereon) of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been
assumed, (g) all Guarantees by such Person of Indebtedness or other financial obligations of others, (h) all Capital Lease Obligations
of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances,
surety bonds and performance bonds, whether or not matured and (k) all Net Hedging Obligations of such Person. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner)
to the extent such Person is directly liable therefor as a result of such Person’s ownership interest in or other relationship
with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.


 






    	 	19	 



     

    

“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes and (b) to the extent not otherwise described in clause (a), Other Taxes.


 


“Indemnitee” has the meaning
assigned to such term in Section 9.03(b).


 


“Information” has the meaning
assigned to such term in Section 9.11.


 


“Initial Term Lender” means
a Lender with an outstanding Initial Term Loan, in its capacity as such.


 


“Initial Term Loan” means
the term loan made, or to be made, to the Borrower pursuant to Section 2.01(a)(i). The aggregate principal amount of the
Initial Term Loan as of the Restatement Date is $910.0900.0
million.


 


“Initial Term Loan Maturity Date”
means December 23, 2020October
5, 2023; provided that unless the 20202022
Senior Notes are repaid in full or redeemed in full in each case, in a manner permitted hereunder (and, if repaid or redeemed with
proceeds of indebtedness such indebtedness shall have a maturity date on or after June 30, 2021March
31, 2024) on or prior to DecemberMarch
31, 2019,2022,
such date shall be DecemberMarch
31, 2019.2022.


 


“Interest Coverage Ratio”
means, for any Test Period, the ratio of (a) Consolidated EBITDA for such Test Period to (b) Consolidated Interest Expense for
such Test Period.


 


“Interest Payment Date” means,
with respect to any Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in
the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, (a) each day that would have
been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing
and, in addition, (b) the date of any refinancing of such Borrowing with a Borrowing of a different Type.


 


“Interest Period” means (a)
as to any Eurodollar Borrowing, the period commencing on the date of such Borrowing (including any date on which such Borrowing
shall have been converted from a Borrowing of a different Type) or on the last day of the immediately preceding Interest Period
applicable to such Borrowing, as the case may be, and (except as provided in Section 2.02(a)) ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or
6 months (or if available and agreed to by all relevant Lenders, 12 months) thereafter, or (b) as to any ABR Borrowing (other than
a Swingline Borrowing), the period commencing on the date of such Borrowing (including any date on which such Borrowing shall have
been converted from a Borrowing of a different Type) or on the last day of the immediately preceding Interest Period applicable
to such Borrowing, as the case may be, and ending on the earliest of (i) the next succeeding March 31, June 30, September 30 or
December 31, (ii) in the case of the Initial Term Loan, the Initial Term Loan Maturity Date, (iii) in the case of the Revolving
Loans, the Revolving Maturity Date and (iv) the date such Borrowing is paid or prepaid in accordance with Section 2.05 or
converted in accordance with Section 2.03 and (c) as to any Swingline Loan, a period commencing on the date of such Loan
and ending on the earliest of (i) the fifth Business Day thereafter, (ii) the Revolving Maturity Date and (iii) the date such Loan
is prepaid in accordance with Section 2.05; provided that if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing
only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on
the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding
the last day of such Interest Period.


 






    	 	20	 



     

    

“Interest Rate Contract”
means any interest rate swap agreement, interest rate cap agreement, interest rate floor agreement, interest rate collar agreement,
interest rate option or any other agreement regarding the hedging of interest rate risk exposure executed in connection with hedging
the interest rate exposure of any Person and any confirming letter executed pursuant to such agreement, all as amended, restated,
supplemented or otherwise modified from time to time.


 


“Internally Generated Funds”
means funds not constituting the proceeds of any Debt Incurrence, Excluded Debt Issuance, sale of Equity Interests, Disposition
or insurance recovery.


 


“Investment” has the meaning
assigned to such term in Section 6.04.


 


“IRS” means the United States
Internal Revenue Service.


 


“Issuing Bank” means (a)
Wells Fargo, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity,
and(b) CoBank, ACB,
in its capacity as the issuer of certain Existing Letters of Credit, and its successors in such capacity and (c)
any other Revolving Lender approved by the Administrative Agent and the Borrower. The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank”
shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.


 


“LC Disbursement” means a
payment made by the Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure” means, at any
time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure
of any Revolving Lender at any time shall be its Commitment Percentage of the total LC Exposure at such time.


 


“LC Fees” has the meaning
assigned to such term in Section 2.10(b).


 


“Lenders” has the meaning
assigned to such term in the preamble hereto.


 


“Letter of Credit” means
any letter of credit issued pursuant to this Agreement and any Existing
Letter of Credit.


 


“LIBO Rate” means, (a)
with respect to any Eurodollar Borrowing for any Interest Period the rate appearing on Reuters Screen LIBOR01 Page
(or on any successor or substitute page, or any successor to or substitute for such page providing rate quotations comparable to
those currently provided on such page, as determined by the Administrative Agent from time to time for purposes of providing quotations
of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for Dollar deposits with a maturity comparable to such Interest
Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect
to such Eurodollar Borrowing for such Interest Period shall be determined by the Administrative Agent to be the arithmetic average
of the rate per annum at which deposits in Dollars
in minimum amounts of at least $5.0 million would be offered by first class banks
in the London interbank market to the Administrative Agent at approximately 11:00 a.m. London time, two Business Days prior to
the first day of the applicable Interest Period for a period equal to such Interest Period;
and


 






    	 	21	 



     

    

(b)              
with respect to any determination of the Alternate Base Rate, on any date
of determination, the rate appearing on Reuters Screen LIBOR01 Page (or any successor or substitute page, or any successor to or
substitute for such page providing rate quotations comparable to those currently provided on such page, as determined by the Administrative
Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank
market) at approximately 11:00 a.m., London time on such date of determination, as the rate for Dollar deposits with a maturity
of one month from such date of determination (or if such date is not a Business Day, the immediately preceding Business Day). In
the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to the Alternate
Base Rate shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits
in Dollars with a maturity of one month from such date of determination would be offered by first class banks in the London interbank
market to the Administrative Agent at approximately 11:00 a.m., London time, on such date of determination.


 


Notwithstanding
the foregoing, in no event shall the LIBO Rate (i) applicable to the Initial Term Loans be less than 1% and (ii) for any purpose
other than as specified in clause (i) of this sentence be less than 0%.


 


“Lien” means, with respect
to any asset, (a) any mortgage, deed of trust, deed to secure debt, lien, pledge, encumbrance, charge, assignment, hypothecation
or security interest in or on such asset or any filing of any financing statement under the UCC as in effect in the applicable
state or jurisdiction or any other similar notice or lien under any similar notice or recording statute of any Governmental Authority,
in each of the foregoing cases whether voluntary or imposed by law, (b) the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement relating to such asset, (c) in the case of securities, any purchase
option, call or similar right of a third party with respect to such securities, (d) in the case of any investment property or deposit
account, any contract or other agreement, express or implied, under which any Person has the right to control such investment property
or deposit account and (e) any other agreement intended to create any of the foregoing.


 


“Limited
Conditionality Acquisition” means any acquisition that (a) is not prohibited hereunder, (b) is financed in whole or in part
with a substantially concurrent incurrence of Incremental Term Loans or any other Indebtedness permitted hereunder, and (c) is
not conditioned on the availability of, or on obtaining, third-party financing.


 


“Loan Documents” means this
Agreement, each Revolving Extension Agreement, each Term Loan Modification Agreement, the Guaranty Agreement, the Security Documents,
if requested by a Lender pursuant to Section 2.07(e), each Note and, solely for purposes of Section 7.01(a), the
Administrative Agent Fee Letter and the Engagement Letter.


 


“Loan Parties” means Holdings,
the Borrower and the Subsidiary Loan Parties.


 


“Loans” means the Revolving
Loans, the Swingline Loans, the Initial Term Loan and the Incremental Term Loans, as the context requires.


 


“Material Adverse Effect”
means a materially adverse effect on (a) the business, financial condition or results of operations of Holdings and its Subsidiaries,
taken as a whole, (b) the ability of any Loan Party to perform its obligations under the Loan Documents to which it is a party,
(c) the rights of or benefits available to the Lenders under any Loan Document or (d) the value of the Collateral or the validity,
enforceability, perfection or priority of the Liens granted to the Administrative Agent (for its benefit and for the benefit of
the other Secured Parties) on the Collateral pursuant to the Security Documents.


 






    	 	22	 



     

    

“Material Indebtedness” means
Indebtedness (other than the Loans and Letters of Credit), of Holdings or any of its Subsidiaries, individually or in an aggregate
principal amount exceeding $5.015.0
million.


 


“Minimum
Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances,
an amount equal to 105% of the sum of (i) the Fronting Exposure of the Issuing Banks with respect to Letters of Credit issued and
outstanding at such time and (ii) the Fronting Exposure of the Swingline Lender with respect to all Swingline Loans outstanding
at such time and (b) otherwise, an amount determined by the Administrative Agent and each of the applicable Issuing Banks that
is entitled to Cash Collateral hereunder at such time in their sole discretion.


 


“Moody’s” means Moody’s
Investors Service, Inc. and any successor thereto.


 


“Mortgage” means a mortgage,
deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any Mortgaged Property
to secure the Obligations, in each case, as amended, amended and restated, supplemented or otherwise modified from time to time.
Each Mortgage shall be substantially in the form of Exhibit F or otherwise satisfactory in form and substance to the Administrative
Agent.


 


“Mortgaged Property” means,
initially, each parcel of real property and the improvements thereto owned or leased by a Loan Party which has
a fair market value in excess of $500,000, and includesis
subject to a Mortgage on the Restatement Date, including those identified
on Schedule 1.01(a), and each other parcel
of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.11 or Section
5.12. Each Mortgaged Property as of the Restatement Date is identified
on Schedule 1.01(a).


 


“Multiemployer Plan” means
a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA (i) to which any Loan Party or ERISA Affiliate is then making
or accruing an obligation to make contributions, (ii) to which any Loan Party or ERISA Affiliate has within the preceding six plan
years made contributions, including any Person which ceased to be an ERISA Affiliate during such six year period, or (iii) with
respect to which Loan Party or any Subsidiary could incur liability.


 


“Net Hedging Obligations”
means, with respect to any Hedging Agreement, as of any date, the Termination Value of such Hedging Agreement on such date.


 


“Net Proceeds” means, with
respect to any Debt Incurrence, Asset Sale, Destruction or Taking, (a) the cash proceeds actually received in respect of such event,
including (i) any cash received in respect of any non-cash proceeds, but only as and when received, (ii) in the case of a Destruction,
insurance proceeds in excess of $1.0 million, and (iii) in the case of a Taking, condemnation awards and similar payments in excess
of $1.0 million, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid by the Loan Parties and their Subsidiaries
to third parties in connection with such event, (ii) the amount of all taxes paid (or reasonably estimated to be payable) by the
Loan Parties and their Subsidiaries, and (iii) in the case of an Asset Sale, the amount of all payments required to be made by
the Loan Parties and their Subsidiaries as a result of such event to repay Indebtedness (other than Loans) secured by a Permitted
Lien ranking prior to or pari passu with the Liens securing the Obligations on such asset and the amount of any reserves established
by the Loan Parties and their Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case during
the year that such event occurred or the next succeeding two years, and that are directly attributable to such event (as reasonably
determined by the Borrower); provided that any amount by which such reserves are reduced for reasons other than payment
of any such contingent liabilities shall be considered “Net Proceeds” upon such reduction.


 






    	 	23	 



     

    

“90% Owned Subsidiary” means
any Domestic Subsidiary at least 90% of the Equity Interests of which are owned directly or indirectly, by the Borrower and/or
one or more wholly owned Subsidiaries of the Borrower.


 


“Non-Consenting Lender” has
the meaning assigned to such term in Section 2.20.


 


“Non-U.S. Jurisdiction” means
each jurisdiction of organization of a Subsidiary of Holdings other than the United States (or any State thereof) or the District
of Columbia.


 


“Non-U.S. Subsidiary” means
any Subsidiary of the Borrower that is or becomes organized under the laws of a Non-U.S. Jurisdiction.


 


“North Pittsburgh Merger”
means the merger of North Pittsburgh Systems, Inc. with Fort Pitt Acquisition Sub Inc. pursuant to the North
Pittsburgh Merger Agreement.


 


“North Pittsburgh Merger Agreement”
means the Agreement and Plan of Merger, dated as of July 1, 2007, by and among Holdings, Fort Pitt Acquisition Sub Inc. and North
Pittsburgh Systems, Inc., as amended, amended and restated, supplemented or otherwise modified from time to time in accordance
with the terms hereof.


 


“Note” means a note substantially
in the form of Exhibit D-1 or D-2.


 


“Notice of Account Designation”
has the meaning assigned thereto in Section 2.02(c).


 


“Notice of Conversion/Continuation”
has the meaning assigned thereto in Section 2.03(a).


 


“Notice of Prepayment” has
the meaning assigned thereto in Section 2.05(a).


 


“Obligations” means (a) the
unpaid principal of and interest on (including interest accruing after the maturity of the Loans made to the Borrower and interest
accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans
made to or LC Disbursements made pursuant to Letters of Credit issued for the account of the Borrower and all other obligations
and liabilities of the Borrower to the Administrative Agent, the Issuing Bank or to any Lender, whether direct or indirect, absolute
or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with,
this Agreement or any other document made, delivered or given in connection herewith, whether on account of principal, interest,
fees, indemnities, costs or expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel),
or otherwise, (b) all Hedging Obligations (other than an Excluded Swap Obligation) and (c) all Cash Management Obligations.


 


“OFAC” has
the meaning assigned to such term in Section 6.14.means
the U.S. Department of the Treasury’s Office of Foreign Assets Control.


 


“Organic Document” means
(a) relative to each Person that is a corporation, its charter, its by-laws and all shareholder agreements, voting trusts and similar
arrangements applicable to any of its authorized shares of capital stock, (b) relative to each Person that is a partnership, its
partnership agreement and any other similar arrangements applicable to any partnership or other Equity Interests in the Person,
(c) relative to each Person that is a limited liability company, its limited liability company agreement and any other similar
arrangements applicable to such limited liability company or other Equity Interests in such Person, and (d) relative to any Person
that is any other type of legal entity, such documents as shall be comparable to the foregoing.


 






    	 	24	 



     

    

“Original Credit Agreement”
means the Second Amended and Restated Credit Agreement dated as of February 23, 2005 by and among Holdings, the Borrower, Consolidated
Communications Acquisition Texas, Inc., Citicorp North America, Inc., as administrative agent, and the other parties thereto, as
amended, restated, supplemented or otherwise modified.


 


“Other List”
has the meaning assigned to such term in Section 6.14.Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient
and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a
party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in
any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 


“Other
Taxes” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from
any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection
of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection
Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.20).


 


“Participant” has the meaning
assigned to such term in Section 9.10(d).


 


“PBGC” means the Pension
Benefit Guaranty Corporation referred to and defined in ERISA.


 


“Pension Plan” means a “pension
plan,” as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer
Plan) and to which any Loan Party or any ERISA Affiliate may have liability, including any liability by reason of having been a
substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being
deemed to be a contributing sponsor under Section 4069 of ERISA.


 


“Permitted Acquisition” means
any acquisition by the Borrower or a Subsidiary Loan Party of a Person, business or division relating to a business (or in the
case of the acquisition of a Person, substantially all of such Person’s activities constitute a business permitted to be
conducted by the Borrower and its Subsidiaries in accordance with Section 6.03) permitted to be conducted by the Borrower
and its Subsidiaries in accordance with Section 6.03, provided that the following conditions are met:,
which in the case of a Limited Conditionality Acquisition shall be subject to Section 1.09:  (a) immediately prior
to, and after giving effect to, such acquisition (and any indebtedness incurred in connection therewith) on a pro forma basis as
if such acquisition had been consummated on the first day of the immediately preceding Test Period, no Default shall have occurred
and be continuing and the Borrower shall have demonstrated compliance with the Financial Covenants, (b) at all times when the Total
Net Leverage Ratio equals or exceeds 4.25 to 1.0, the total cash consideration (including any assumed Indebtedness) in respect
of all Permitted Acquisitions shall not exceed $250.0 million in the aggregate (the “Acquisition Limit”) following
the Restatement Date (it being understood that, (1) to the extent that Available Proceeds are available, the Borrower may also
elect to expend such Available Proceeds pursuant to Section 6.04(xi) and (2) to the extent that Cumulative Available Cash
is available, the Borrower may also elect to expend such Cumulative Available Cash pursuant to Section 6.04(xiv)); provided,
however, that the Acquisition Limit shall not apply to any acquisition or series of acquisitions (A) which causes the Total
Net Leverage Ratio calculated on a pro forma basis (and after giving effect to any indebtedness incurred in connection with such
acquisition) to be lower than the Total Net Leverage Ratio calculated immediately prior to giving effect to such acquisition (and
such indebtedness) or (B) which is consummated at any time when the Total Net Leverage Ratio is less than 4.25 to 1.0; (c) any
Person acquired in such acquisition becomes a Subsidiary Loan Party and grants a security interest in its assets to the extent
required by Section 5.11 or if such acquisition consists of Property other than Equity Interests of a Person that becomes
a Subsidiary, the Borrower or the Subsidiary Loan Parties acquiring such Property comply with Section 5.11; (d) such acquisition
was not commenced or at any time conducted as a “hostile” transaction; and (e) the Borrower or such Subsidiary Loan
Party shall give fifteen (15) days (or such shorter period as may be approved by the Administrative Agent in its sole discretion)
prior written notice to the Administrative Agent of such acquisition.


 






    	 	25	 



     

    

“Permitted Amendments” means
(a) with respect to a Class or Subfacility of Revolving Loans or Revolving Commitments (i) an extension of the final maturity date
of the Revolving Loans and/or Revolving Commitments of the Accepting Revolving Lenders, (ii) an increase in the Applicable Rate
with respect to the applicable Revolving Loans and/or Revolving Commitments of the Accepting Revolving Lenders and the payment
of increased commitment fees, LC Fees and/or other additional fees to the Accepting Revolving Lenders, (iii) the requirement that
all Letters of Credit or Swingline Loans be drawn only under an Extended Revolving Subfacility, and (iv) other technical requirements
and modifications regarding borrowings, prepayments, conversion or cancellation of existing Revolving Loans or Swingline Loans
or Letters of Credit and other similar matters and (b) with respect to a Class or Subfacility of Term Loans, (i) an extension of
the final maturity date of the applicable Term Loans and (ii) an increase in the Applicable Rate with respect to the Term Loans
of the Accepting Term Lenders.


 


“Permitted Asset Swap” means
a transfer of assets consisting primarily of local exchange carrier access lines and related assets by a Loan Party in which the
consideration received therefrom consists of assets consisting primarily of local exchange carrier access lines and related assets
(other than cash) that will be used in its business; provided that (a) the fair market value (as determined in good faith
by the board of directors of such Loan Party) of the assets so transferred shall not exceed the fair market value (determined as
provided in the preceding parenthetical) of the assets so received and (b) the fair market value (as determined in good faith by
the board of directors of such Loan Party) of the assets transferred pursuant to all such transactions following the Restatement
Date shall not exceed (determined solely as of the date of any transfer) 15% of consolidated tangible assets (as shown on the consolidated
balance sheet of Holdings most recently delivered to the Lenders and the Administrative Agent pursuant to Section 5.01).


 


“Permitted Escrow Debt” means
Indebtedness issued by an Unrestricted Subsidiary (a) as to which neither Holdings nor any of its Subsidiaries is directly or indirectly
liable as a guarantor or otherwise, or constitutes the lender, and (b) the proceeds of which shall be escrowed for a Permitted
Acquisition or for the repayment or refinancing of Loans or other Indebtedness permitted to be repaid or refinanced hereunder (including,
without limitation, the return of such escrowed proceeds and amounts held by such Subsidiary for payment of interest, fees and
expenses related to the Permitted Escrow Debt to the holders of such Permitted Escrow Debt).


 


“Permitted Escrow Debt Proceeds”
means the proceeds of any Permitted Escrow Debt plus an amount sufficient to pay fees, accrued interest and related expenses on
such Permitted Escrow Debt from the issuance thereof to the termination date of such escrow and the applicable escrow account.


 






    	 	26	 



     

    

“Permitted Holders” means
(a) any of Richard A. Lumpkin, his spouse, ancestors, siblings, descendants (including children or grandchildren by adoption) and
the descendants of any of his siblings; (b) in the event of the incompetence or death of any of the Persons described in clause
(a), such Person’s estate, executor, administrator, committee or other personal representative, in each case who at any particular
date shall beneficially own or have the right to acquire, directly or indirectly, Equity Interests of Holdings; (c) any trust created
for the benefit of the Persons described in clause (a) or (b) or any trust for the benefit of any such trust; or (d) any investment
entity a majority of the voting Equity Interests of which are owned by any of the Persons described in clause (a), (b) or (c).


 


“Permitted Investments” means:


 


(a)               
marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any
agency or instrumentality thereof and backed by the full faith and credit of the United States of America, in each case maturing
within one year from the date of acquisition thereof;


 


(b)              
marketable direct obligations issued by any State of the United States of America or any political subdivision of any such
State or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition,
having one of the two highest ratings obtainable from either S&P or Moody’s;


 


(c)               
commercial paper maturing no more than nine months from the date of creation thereof and, at the time of acquisition, having
a rating of at least A-1 from S&P or at least P-1 from Moody’s;


 


(d)              
time deposits, demand deposits, certificates of deposit, Eurodollar time deposits or bankers’ acceptances maturing
within one year from the date of acquisition thereof or overnight bank deposits, in each case, issued by any bank organized under
the laws of the United States of America or any State thereof or the District of Columbia or any U.S. branch of a foreign bank
having at the date of acquisition thereof combined capital and surplus of not less than $500.0 million;


 


(e)               
repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (a)
above entered into with any bank meeting the qualifications specified in clause (d) above;


 


(f)               
investments in money market funds which invest substantially all their assets in securities of the types described in clauses
(a) through (e) above;


 


(g)               
demand deposits with First Mid-Illinois Bank & Trust, N.A., Mattoon, Illinois;


 


(h)              
repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause
(a) above (which repurchase obligations are secured by the underlying security) entered into with First Mid-Illinois Bank &
Trust, N.A., Mattoon, Illinois; and


 


(i)                
investments in so-called “auction rate securities” rated AAA by S&P or Aaa by Moody’s and which
have an interest rate reset date not more than 90 days from the date of acquisition thereof.


 


“Permitted Lien” has the
meaning assigned to such term in Section 6.02.


 






    	 	27	 



     

    

“Permitted Refinancing” means,
with respect to any Indebtedness, any refinancing thereof; provided, however, that (a) no Default shall have occurred
and be continuing or would arise therefrom, (b) any such refinancing Indebtedness shall (i) either (x) not have covenants, defaults,
rights or remedies more burdensome in the aggregate to the obligor than the Indebtedness being refinanced or (y) not have covenants,
defaults, rights or remedies more burdensome than the corresponding provisions of this Agreement, (ii) not have a stated maturity
or Weighted Average Life to Maturity that is shorter than the Indebtedness being refinanced unless such maturity is at least one
year after the Initial Term Loan Maturity Date, (iii) be at least as subordinate to the Obligations as the Indebtedness being refinanced
(and unsecured if the refinanced Indebtedness is unsecured), (iv) not require the payment of cash interest earlier than was required
by the terms of the Indebtedness being refinanced, and (v) be in an initial principal amount that does not exceed the principal
amount so refinanced, plus all accrued and unpaid interest thereon, plus any reasonable premium and other payments required to
be paid in connection with such refinancing (as determined by the Borrower), plus in either case, the amount of reasonable expenses
of the Loan Parties or any of their Subsidiaries incurred in connection with such refinancing, and (c) the sole obligors and/or
guarantors on such refinancing Indebtedness shall be the obligors and/or guarantors on such Indebtedness being refinanced or shall
be a Loan Party.


 


“Person” means any natural
person, corporation, trust, joint venture, association, company, partnership, limited liability company or government, or any agency
or political subdivision thereof.


 


“Plan” means any Pension
Plan or Welfare Plan.


 


“Platform”
means Debt Domain, Intralinks, SyndTrak or a substantially similar electronic transmission system.


 


“PPUC” means the Pennsylvania
Public Utilities Commission and any successor organization performing similar regulatory functions.


 


“Preferred Stock” means,
with respect to any Person, any and all preferred or preference Equity Interests (however designated) of such Person whether or
not outstanding or issued on the Restatement Date.


 


“Prepayment Date” has the
meaning assigned to such term in Section 2.05(e).


 


“Prior Liens” means, with
respect to each Mortgaged Property, the exceptions to title described in the Title Policy insuring the Lien of the Mortgage thereon.


 


“Projected Financial Statements”
has the meaning assigned to such term in Section 3.15(b).


 


“Property” means any right,
title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible
and including any ownership interests of any Person.


 


“Reaffirmation
Agreement” means that certain Reaffirmation and Amendment Agreement dated as of the Restatement Date in favor
of the Administrative Agent and the Secured Parties, given by the Loan Parties, as amended, restated, supplemented or otherwise
modified.Qualified Cash and Cash Equivalents”
means, as of any date of determination, the Unrestricted cash and Permitted Investments held by Holdings and its Subsidiaries as
reflected on a consolidated balance sheet of Holdings as of such date
excluding (i) the cash and Permitted Investments
of any Subsidiary that is not a Loan Party to the extent such Subsidiary
would be prohibited on such date from distributing such cash to a Loan Party and
(ii) the proceeds of any Incremental Facility or any other Indebtedness incurred substantially concurrently with the determination
of the Total Net Leverage Ratio or the Consolidated Senior Secured Leverage Ratio, as applicable. For purposes of this definition,
“Unrestricted” means, when referring to cash and Permitted Investments of Holdings and its Subsidiaries, that such
cash and Permitted Investments are (x) not appearing as “restricted” on the financial statements of Holdings and its
Subsidiaries and (y) are not subject to a Lien (other than Liens permitted by clauses (i), (xv) or (xvi) of Section 6.02).


 






    	 	28	 



     

    

“Real Property” means all
right, title and interest of Holdings or any of its respective Domestic Subsidiaries in and to a parcel of real property owned,
leased or operated (including, without limitation, any leasehold estate) by any Loan Party or any of its respective Domestic Subsidiaries
together with, in each case, all improvements and appurtenant fixtures, equipment, personal property, easements and other property
and rights incidental to the ownership, lease or operation thereof.


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.


 


“Register” has the meaning
assigned to such term in Section 9.10(c).


 


“Regulation U” means Regulation
U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.


 


“Regulation X” means Regulation
X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.


 


“Related Parties” means,
with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, trustees, employees,
agents, administrators, managers, representatives
and advisors of such Person and such Person’s Affiliates.


 


“Release” means any spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing,
emanating or migrating of any Hazardous Material in, into, onto or through the Environment.


 


“Remedial Action” means (a)
“remedial action” as such term is defined in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions required
by any Governmental Authority or voluntarily undertaken to: (i) clean up, remove, treat, abate or otherwise take corrective action
to address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release
of any Hazardous Material so it does not migrate or endanger or threaten to endanger public health, welfare or the Environment;
or (iii) perform studies and investigations in connection with, or as a precondition to, (i) or (ii) above.


 


“Requisite Lenders” means,
at any time, Lenders having more than fifty percent (50%) of the sum of (a) the aggregate amount of the Revolving Commitments or,
after the Revolving Maturity Date, the Revolving Exposure, and (b) the aggregate outstanding amount of all Term Loans; provided
that the Revolving Commitment of, and the portion of the extensions of credit, as applicable, held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Requisite Lenders.


 


“Requisite Revolving Lenders”
means, collectively, Revolving Lenders having more than fifty percent (50%) of the aggregate outstanding amount of the Revolving
Commitments or, after the Revolving Maturity Date, the Revolving Exposure; provided that the Revolving Commitment of, and
the portion of the extensions of credit under the revolving credit facility, as applicable, held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Requisite Revolving Lenders.


 






    	 	29	 



     

    

“Restatement
Agreement” means that certain Restatement Agreement, dated as of the date hereof, by
and among Holdings, the Borrower, each of the other Loan
Parties, the Lenders party thereto and the Administrative
Agent.


 


“Restatement Date” means
the date upon which all of the conditions precedent in Section 4.01the
Restatement Agreement have been satisfied or waived, as determined by the Administrative Agent.


 


“Restricted Payment” means
any direct or indirect dividend or other distribution (whether in cash, securities or other property) with respect to any Equity
Interests or Equity Rights in Holdings or any of its Subsidiaries, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any Equity Interests or Equity Rights in Holdings or any of its Subsidiaries.


 


“Revolving Borrowing” means
a Borrowing comprised of Revolving Loans.


 


“Revolving Borrowing Request”
means a Borrowing Request in connection with a Revolving Borrowing.


 


“Revolving Commitment” means,
as to each Lender, as of any date of determination, the commitment of such Lender to make Revolving Loans and to acquire participations
in Letters of Credit and Swingline Loans hereunder, as the same may be reduced from time to time pursuant to the provisions of
this Agreement. The aggregate amount of the Revolving Commitments as of the Restatement Date is $75.0110.0
million.


 


“Revolving Commitment Period”
means the period from and including the Restatement Date to but not including the Revolving Maturity Date, as applicable, or any
earlier date on which the Revolving Commitments to make Revolving Loans pursuant to Section 2.01 shall terminate as provided
herein.


 


“Revolving Exposure” means
with respect to any Revolving Lender at any time, the sum of (a) the aggregate principal amount at such time of all outstanding
Revolving Loans of such Revolving Lender, plus (b) such Revolving Lender’s LC Exposure at such time, plus (c) such Revolving
Lender’s Commitment Percentage of the aggregate principal amount at such time of all outstanding Swingline Loans.


 


“Revolving Extension Agreement”
means an agreement entered into by and among, and in form and substance satisfactory to, the Administrative Agent, the Borrower
and the Accepting Revolving Lenders party thereto.


 


“Revolving Extension Offer”
has the meaning assigned to such term in Section 2.22(a).


 


“Revolving Lender” means
a Lender with a commitment to make Revolving Loans or with any Revolving Exposure, in its capacity as such.


 


“Revolving Loans” means the
revolving loans made by each Revolving Lender pursuant to Section 2.01(a).


 


“Revolving Maturity Date”
means December 23, 2018.October
5, 2021.


 






    	 	30	 



     

    

“S&P” means Standard
& Poor’s Financial Services LLC, a division of McGraw Hill Financial, Inc. and any successor thereto.


 


“Secured
Parties” has the meaning assigned to such term in the Collateral Agreement.Sanctions”
means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and anti-terrorism
laws, including but not limited to those imposed, administered or enforced from time to time by the U.S. government (including
those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s
Treasury, or other relevant sanctions authority with jurisdiction over any Lender, Holdings, the Borrower or any of their respective
Subsidiaries or Affiliates. 


 


“SDN List”
has the meaning assigned to such term in Section 6.14.Sanctioned
Country” means at any time, a country or territory or region which is itself the subject or target of any Sanctions (including,
as of the Restatement Date, Cuba, Iran, North Korea, Sudan, Syria and Crimea).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC
(including, without limitation, OFAC’s Specially
Designated Nationals and Blocked Persons List and OFAC’s
Consolidated Non-SDN List), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s
Treasury, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c)
any Person owned or controlled by any such Person or Persons described in clauses (a) and (b), including a Person that is deemed
by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned Peron(s).


 


“SEC” means the Securities
and Exchange Commission.


 


“Secured Hedging Provider”
means (a) any Person that,
(i) is a party to a Hedging Agreement in existence on the Restatement Date with a Loan Party or
any Subsidiary or (ii) entereda) at the time it enters
into a Hedging Agreement with a Loan Party or any Subsidiary while such Person was or before such
Person becomes a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, whether or not such
Person at any time ceases to be a Lender or an Affiliate of a Lender, as the case may be, or (b) any assignee of any such Person
described in clause (a) above, which shall bepermitted
under Article VII, is a Lender, an Affiliate of a Lender, or any other Person otherwise
approved by the Administrative Agent (such approval not to be unreasonably withheld);
provided that any Person that is a Secured Hedging Provider solely by virtue of clause (a)(i) above shall
only be secured with respect to, and to the extent of, the obligations owed to it under the existing Hedging Agreement to which
it is a partyor an Affiliate of the Administrative
Agent or (b) at the time it (or its Affiliate) becomes a Lender or the Administrative Agent (including on the Restatement Date),
is a party to a Hedging Agreement with a Loan Party, in each case in its capacity as a party to such Hedging Agreement.


 


“Secured Parties” has the
meaning assigned to such term in the Collateral Agreement.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Securities Collateral” means
all Collateral constituting “Certificated Securities” as defined in the Collateral Agreement.


 


“Security Documents” means
the Collateral Agreement, the ReaffirmationRestatement
Agreement and the Mortgages executed by the Loan Parties and each other security agreement, collateral agreement or other instrument
or document executed and delivered pursuant to Section 5.11, 5.12 or 5.16 to secure any of the Obligations.


 






    	 	31	 



     

    

“Senior
Note Redemption” means the redemption in full by Holdings of the 9-3/4% Senior Notes Due 2012 that occurred on
April 1, 2008.


 


“Solvent” means, as to the
Borrower and its Subsidiaries on a particular date, that any such Person (a) has capital sufficient to carry on its business and
transactions and all business and transactions in which it is about to engage and is able to pay its debts as they mature, (b)
has assets having a value, both at fair valuation and at present fair saleable value, greater than the amount required to pay its
probable liabilities (including contingencies), and (c) does not believe that it will incur debts or liabilities beyond its ability
to pay such debts or liabilities as they mature.


 


“Statutory Reserve Rate”
means a fraction (expressed as a decimal) the numerator of which is the number one and the denominator of which is the number one
minus the aggregate (expressed as a decimal) of the maximum reserve percentages (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by any Governmental Authority of the United States or of the jurisdiction
of such currency or any jurisdiction to which banks in such jurisdiction are subject for any category of deposits or liabilities
customarily used to fund loans. Such reserve percentages shall include those imposed pursuant to such Regulation D. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“Subfacility” means the Initial
Term Loan, the Revolving Commitments, any Extended Revolving Subfacility or any Extended Term Subfacility.


 


“Subject Payments” means,
for any period, the aggregate amount of any (a) Restricted Payment made pursuant to Section 6.07(iii) or (b) Investments
pursuant to Section 6.04(xiv) during such period.


 


“Subsidiary” means, with
respect to any Person, (a) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power
to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other
class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly
or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries
of such Person; (b) any partnership of which more than 50% of the outstanding partnership interests having the power to act as
a general partner of such partnership (irrespective of whether at the time any partnership interests other than general partnership
interests of such partnership shall or might have voting power upon the occurrence of any contingency) are at the time directly
or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries
of such Person; or (c) any other legal entity the accounts of which would or should be consolidated with those of such Person on
a consolidated balance sheet of such Person prepared in accordance with GAAP. Unless otherwise indicated, when used in this Agreement,
the term “Subsidiary” shall refer to a Subsidiary of the Borrower. Notwithstanding the foregoing (except as used in
the definition of Unrestricted Subsidiary contained herein), an Unrestricted Subsidiary shall be deemed not to be a Subsidiary
of Holdings, the Borrower or any of their respective Subsidiaries for purposes of this Agreement or any other Loan Document, and
the financial statements and consolidation of accounts of Holdings and its Subsidiaries shall not, for purposes of this Agreement,
be consolidated with any Unrestricted Subsidiary.


 


“Subsidiary Loan Party” means
each of the Borrower’s Domestic Subsidiaries that guarantee the Obligations pursuant to the Guaranty Agreement.


 






    	 	32	 



     

    

“SureWest
Merger Agreement” the Agreement and Plan of Merger dated February 5, 2012, by and among SureWest Communications,
Holdings, WH Acquisition Corp. and WH Acquisition II Corp., as amended, amended and restated, supplemented or otherwise modified
from time to time in accordance with the terms hereof.


 


“Swap Obligation” means,
with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


“Swingline
Commitment” means the commitment of the Swingline Lender to make Loans pursuant to Section 2.04.


 


“Swingline
Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time.
The Swingline Exposure of any Revolving Lender at any time shall be its Commitment Percentage of the total Swingline Exposure at
such time.


 


“Swingline Lender” means
Wells Fargo, in its capacity as lender of Swingline Loans.


 


“Swingline Loan” has the
meaning assigned to such term in Section 2.04(a).


 


“Swingline Sublimit” has
the meaning assigned to such term as Section 2.04(a).


 


“Taking” means any taking
of any Property of Holdings or any of its Subsidiaries or any portion thereof, in or by condemnation or other eminent domain proceedings
pursuant to any law, general or special, or by reason of the temporary requisition or use of any Property of Holdings or any Subsidiary
or any portion thereof, by any Governmental Authority.


 


“Taxes” has
the meaning assigned to such term in Section 2.16(a).means
all present or future taxes, levies, imposts, duties, deductions, withholdings (including back up withholding), assessments, fees
or other charges imposed by an Governmental Authority, including any interest, fines, addition to tax or penalties applicable thereto.


 


“Term Lenders” means the
collective reference to the Initial Term Lenders and, without duplication, the Incremental Term Lenders.


 


“Term
Loan Commitments Increase Effective Date” has the meaning assigned to such term in Section 2.21(b).


 


“Term Loan Modification Agreement”
means an agreement entered into, and in form and substance satisfactory to, the Administrative Agent, the Borrower and the Accepting
Term Lenders.


 


“Term Loan Modification Offer”
has the meaning assigned to such term in Section 2.22.


 


“Term Loans” means the collective
reference to the Initial Term Loan and the Incremental Term Loans.


 


“Terminated Lender” has the
meaning assigned thereto in Section 2.20.


 


“Termination Value” means,
in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement
relating to such Hedging Agreements, (a) for any date on or after the date such Hedging Agreements have been closed out and termination
value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause
(a), the amount(s) determined as the mark-to-market value(s) for such Hedging Agreements, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized dealer in such Hedging Agreements (which may include
a Lender or any Affiliate of a Lender).


 






    	 	33	 



     

    

“Test Period” means the four
consecutive complete Fiscal Quarters of Holdings and its Subsidiaries then last ended as of each Fiscal Quarter end referred to
in Sections 6.11 and 6.12 or otherwise indicated. Compliance with such covenants shall be tested, as of the end of
each Test Period, on the date on which the financial statements pursuant to Section 5.01(a) or (b) have been, or
should have been, delivered for the applicable fiscal period.


 


“30 -Day
LIBO Rate” has the meaning assigned thereto in the definition of “Alternate Base Rate”.


 


“Title Policy” means a title
policy with respect to each Mortgaged Property that insures the first priority Liens of the Secured Parties and shows no Liens
prior to the Liens of the Secured Parties other than for ad valorem taxes not yet due and payable, issued by a title insurance
company acceptable to the Administrative Agent.


 


“Total
Assets” means, at any date, total assets of Holdings and its Subsidiaries calculated in accordance with GAAP on a consolidated
basis as of such date. 


 


“Total Net Debt” means, at
any date, Consolidated Indebtedness as of such date, net of the lesser of (a) the amount of cash
and cash equivalents reflected on a consolidated balance sheet of Holdings
as of such date other than any such amount that would be classified, in accordance with GAAP, as
“restricted cash” (and excluding the cash and cash equivalents of any Subsidiary
that is not a Loan Party to the extent such Subsidiary would be prohibited on such date from distributing such cash to a Loan Party)Qualified
Cash and Cash Equivalents, and (b) $25.0 million.


 


“Total Net Leverage Ratio”
means, at any date, the ratio of (a) Total Net Debt as of such date to (b) Consolidated EBITDA for the Test Period most recently
ended.


 


“Total Revolving Commitment”
means, at any time, the aggregate amount of the Revolving Commitments, as in effect at such time.


 


“TPUC” means the Texas Public
Utilities Commission and any successor organization performing similar regulatory functions.


 


“Trade Date” has the meaning
assigned thereto in the Assignment and Assumption.


 


“Transaction Fees” means,
without duplication, all non-recurring transaction fees, charges and other amounts related to (a) this Agreement (including the
Restatement Agreement, any amendment or other modification hereof
or thereof), (b) any Permitted Acquisition (including, without limitation, the cost of obtaining a fairness opinion
and prepaid premiums with respect to directors’ and officers’ insurance, but excluding all amounts otherwise included
in accordance with GAAP in determining Consolidated EBITDA) and (c) the incurrence, prepayment or repayment of Indebtedness permitted
hereunder (including premiums, make whole or penalty payments in connection therewith).


 


“Transferee”
has the meaning assigned thereto in Section 2.16(a).


 






    	 	34	 



     

    

“Trigger Date” means the
date on which a Compliance Certificate for the first full Fiscal Quarter ending after the Restatement Date shall have been received
by the Administrative Agent pursuant to Section 5.01(b) or (c).


 


“2022
Senior Notes” means the Borrower’s 6.50% senior notes due 2022 issued
pursuant to that certain Indenture dated as of September
18, 2014 (as amended or supplemented prior to the
Restatement Date, the “Existing Indenture”) among the Borrower (as successor by merger to Consolidated Communications
Finance II Co.),
Holdings, the Subsidiary Loan Parties party thereto and Wells Fargo, as trustee and any additional series or class of notes issued
from time to time under the Existing Indenture.


 


“Type,” when used in respect
of any Loan or Borrowing, refers to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing
is determined. For purposes hereof, “Rate” shall include the Adjusted LIBO Rate and the Alternate Base Rate.


 


“UCC” means the Uniform Commercial
Code as in effect in the applicable state or jurisdiction.


 


“United States” means the
United States of America.


 


“Unrefunded Swingline Loans”
has the meaning assigned thereto in Section 2.04(c).


 


“Unrestricted Subsidiary”
means any wholly owned Subsidiary of Holdings, but only to the extent that, and for so long as, such Subsidiary:


 


(a)               
has been designated by the Borrower as an Unrestricted Subsidiary and such designation has not been revoked or rescinded;
and


 


(b)              
(i) was created solely for the purpose of issuing Permitted Escrow Debt and activities reasonably related or incidental
thereto, (ii) has no assets other than Permitted Escrow Debt Proceeds, (iii) has no Indebtedness or liabilities other than Permitted
Escrow Debt and liabilities reasonably related or incidental thereto and (iv) does not engage in any activities other than issuing
Permitted Escrow Debt, holding Permitted Escrow Debt Proceeds and activities reasonably related or incidental thereto (including
the assignment of Permitted Escrow Debt and Permitted Escrow Debt Proceeds to Holdings, the Borrower or any Subsidiary Loan Party
as permitted under Section 6.01 or the return of such Permitted Escrow Debt Proceeds plus the payment of accrued interest
and fees to the holders of such Permitted Escrow Debt).


 


Any designation of a Subsidiary of Holdings as an Unrestricted
Subsidiary shall be evidenced to the Administrative Agent by a certificate of an Authorized Officer of the Borrower certifying
that such designation complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary fails to meet any of
the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes
of this Agreement and the other Loan Documents, shall be subject to all of the provisions of this Agreement and the other Loan
Documents that are applicable to Subsidiaries and any Indebtedness and Liens of such Subsidiary shall be deemed to be incurred
by a Subsidiary of Holdings as of such date and, if such Indebtedness or Lien is not permitted to be incurred as of such date under
Section 6.01 or Section 6.02, as applicable, Holdings will be in default of such covenant.


 


“U.S.
Person” means any Person that is a “United States person” as
defined in Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance Certificate”
has the meaning assigned thereto in Section 2.16(d).


 






    	 	35	 



     

    

“Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the original aggregate principal
amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each scheduled
installment, sinking fund, serial maturity or other required payment of principal including payment at final maturity, in respect
thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making
of such payment.


 


“Welfare Plan” means a “welfare
plan,” as such term is defined in Section 3(1) of ERISA, that is maintained or contributed to by a Loan Party or any Subsidiary
or with respect to which a Loan Party or any Subsidiary could incur liability.


 


“Wells Fargo” means Wells
Fargo Bank, National Association, a national banking association, and its successors.


 


“Withdrawal Liability” means
liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part 1 of Subtitle E of Title IV of ERISA.


 


“Withholding
Agent” means the Borrower and the Administrative Agent.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


Section 1.02        
Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by
Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type
(e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving
Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar
Revolving Borrowing”).


 


Section 1.03        
Terms Generally. (a) The definitions in Section 1.01 shall apply equally to both the singular and plural forms
of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter
forms. The words “include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references
to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as
otherwise expressly provided herein, (i) any reference in this Agreement to any Loan Document means such document as amended, restated,
supplemented or otherwise modified from time to time and (ii) all terms of an accounting or financial nature shall be construed
in accordance with GAAP, as in effect from time to time; provided that for purposes of determining compliance with the covenants
contained in Article VI, all accounting terms herein shall be interpreted and all accounting determinations hereunder shall
be made in accordance with GAAP as in effect on the Restatement Date and applied on a basis consistent with the application used
in the financial statements referred to in Section 3.05.


 


(b)              
If any payment under this Agreement or any other Loan Document shall be due on any day that is not a Business Day, the date
for payment shall be extended to the next succeeding Business Day, and in the case of any payment accruing interest, interest thereon
shall be paid for the period of such extension.


 


Section 1.04        
UCC Terms. Terms defined in the UCC in effect on the Restatement Date and not otherwise defined herein shall, unless
the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC”
refers, as of any date of determination, to the UCC then in effect.


 






    	 	36	 



     

    

Section 1.05        
Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated
by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).


 


Section 1.06        
References to Agreement and Laws. Unless otherwise expressly provided herein, (a) references to formation documents,
governing documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all
subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such
amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references
to any Applicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Applicable Law.


 


Section 1.07        
Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time
(daylight or standard, as applicable).


 


Section 1.08        
Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at
any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof
contemplated by such Letter of Credit, whether or not such maximum face amount is in effect at such time.


 


Section 1.09        
Limited Conditionality Acquisitions. In the event that the Borrower notifies
the Administrative Agent in writing that any proposed acquisition is a Limited Conditionality Acquisition and that the Borrower
wishes to test the conditions to such acquisition and the availability of the Incremental Term Loans or incurrence of any other
Indebtedness permitted hereunder, as applicable, in any such case that is to be used to finance such acquisition in accordance
with this Section, then, so long as agreed to by the Administrative Agent and the lenders providing such Indebtedness, the following
provisions shall apply:


 


(a)              
any condition to such acquisition or such Indebtedness that requires that
no Default shall have occurred and be continuing at the time of such acquisition or the incurrence of such Indebtedness, shall
be satisfied if (i) no Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement,
merger agreement or other acquisition agreement governing such acquisition and (ii) no Event of Default under any of Section 7.01(a)
or Section 7.01(i) shall have occurred and be continuing both before and after giving effect to such acquisition and any Indebtedness
incurred in connection therewith (including such additional Indebtedness);


 


(b)              
any condition to such acquisition or such Indebtedness that the representations
and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of such acquisition or the
incurrence of such Indebtedness shall be subject to customary “SunGard” or other customary applicable “certain
funds” conditionality provisions (including, without limitation, a condition that the representations and warranties under
the relevant agreements relating to such Limited Conditionality Acquisition as are material to the lenders providing such Indebtedness
shall be true and correct, but only to the extent that the Borrower or its applicable Subsidiary has the right to terminate its
obligations under such agreement as a result of a breach of such representations and warranties or the failure of those representations
and warranties to be true and correct), so long as all representations and warranties in this Agreement and the other Loan Documents
are true and correct at the time of execution of the definitive purchase agreement, merger agreement or other acquisition agreement
governing such acquisition;


 






    	 	37	 



     

    

(c)                
any financial ratio test or condition, may upon the written election
of the Borrower delivered to the Administrative Agent prior to the execution of the definitive agreement for such Limited Conditionality
Acquisition, be tested either (i) upon the execution of the definitive agreement with respect to such Limited Conditionality Acquisition
or (ii) upon the consummation of the Limited Conditionality Acquisition and related incurrence of Indebtedness, in each case, after
giving effect to the relevant Limited Conditionality Acquisition and related incurrence of Indebtedness, on a pro forma basis;
provided that the failure to deliver a notice under this Section 1.09(c) prior to the date of execution of the definitive agreement
for such Limited Conditionality Acquisition shall be deemed an election to test the applicable financial ratio under subclause
(ii) of this Section 1.09(c); and


 


(d)              
 if the Borrower has made an election with respect to any Limited Conditionality
Acquisition to test a financial ratio test or condition at the time specified in clause (c)(i) of this Section, then in connection
with any subsequent calculation of any ratio or basket (excluding, for the avoidance of doubt, the determination of the Applicable
Rate and financial covenants in Sections 6.11 and 6.12) on or following the relevant date of execution of the definitive agreement
with respect to such Limited Conditionality Acquisition and prior to the earlier of (i) the date on which such Limited Conditionality
Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Conditionality Acquisition is terminated
or expires without consummation of such Limited Conditionality Acquisition, any such ratio or basket shall be required to be satisfied
(x) on a pro forma basis assuming such Limited Conditionality Acquisition and other transactions in connection therewith (including
the incurrence or assumption of Indebtedness) have been consummated and (y) assuming such Limited Conditionality Acquisition and
other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated.


 


The
foregoing provisions shall apply with similar effect during the pendency of multiple Limited Conditionality Acquisitions such that
each of the possible scenarios is separately tested.


 


ARTICLE II



THE CREDITS


 


Section 2.01        
Credit Commitments.


 


(a)               
Subject to the terms and conditions hereof:


 


(i)                
Each Initial Term Lender severally agrees to make an Initial Term Loan on the Restatement Date to the Borrower in the amount
of the Initial Term Commitment of such Initial Term Lender (net of any original issue discount thereon).


 


(ii)              
Each Revolving Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Revolving
Commitment Period.


 


(b)              
Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. During the Revolving Commitment Period the Borrower
may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event may Revolving
Loans be borrowed under this Article II if, after giving effect thereto (and to any concurrent repayment or prepayment of
Loans), (i) the Aggregate Revolving Exposure would exceed the Total Revolving Commitment then in effect or (ii) the Revolving Exposure
of any Revolving Lender would exceed such Revolving Lender’s Revolving Commitment.


 






    	 	38	 



     

    

(c)               
The Revolving Loans and the Term Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination
thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.02 and 2.03.


 


(d)              
Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans of the same Type made by the Revolving
Lenders ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving
Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving
Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Lender’s failure
to make Revolving Loans as required.


 


Section 2.02        
Procedure for Borrowing. (a) The Borrower may borrow under the Revolving Commitments (subject, in each case, to the
limitations in Section 2.01(b)) by giving the Administrative Agent notice substantially in the form of Exhibit A
(a “Borrowing Request”), which notice must be received by the Administrative Agent prior to (i) 11:00 a.m.,
three Business Days prior to the requested Borrowing Date, in the case of a Eurodollar Borrowing, or (ii) 11:00 a.m., on the Business
Day prior to the requested Borrowing Date, in the case of an ABR Borrowing. The Borrowing Request for each Borrowing shall specify
(A) the amount to be borrowed, (B) the requested Borrowing Date, (C) whether the Borrowing is to be of Eurodollar Loans or ABR
Loans, (D) if the Borrowing is to be of Eurodollar Loans, the length of the initial Interest Period therefor, and (E) the location
and number of the account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no
election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest
Period of one month’s duration.


 


(b)              
Each Revolving Borrowing shall be in a minimum aggregate principal amount $3.0 million or an integral multiple of $1.0 million
in excess thereof (or, if less, the aggregate amount of the then Available Revolving Commitments).


 


(c)               
Upon receipt of a Revolving Borrowing Request, the Administrative Agent shall promptly notify each Revolving Lender of the
aggregate amount of such Revolving Borrowing such Revolving Lender’s Commitment Percentage thereof, which shall be based
on the respective Available Revolving Commitments of all the Revolving Lenders. Each Revolving Lender will make such Revolving
Lender’s Commitment Percentage of each such Revolving Borrowing available to the Administrative Agent for the account of
the Borrower at the Administrative Agent’s Office prior to 1:00 p.m. on the Borrowing Date requested by the Borrower in funds
immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available
to the Borrower by the Administrative Agent crediting the account of the Borrower identified in the most recent notice substantially
in the form of Exhibit H (a “Notice of Account Designation”) delivered by the Borrower to the Administrative
Agent with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as
received by the Administrative Agent; provided that if on the Borrowing Date of any Revolving Loans to be made to the Borrower,
any Swingline Loans made to the Borrower or LC Disbursements for the account of the Borrower shall be then outstanding, the proceeds
of such Revolving Loans shall first be applied to pay in full such Swingline Loans or LC Disbursements, with any remaining proceeds
to be made available to the Borrower as provided above; and provided further that ABR Revolving Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the
Issuing Bank.


 






    	 	39	 



     

    

Section 2.03        
Conversion and Continuation Options for Loans. (a) The Borrower may elect from time to time to convert (i) Eurodollar
Loans to ABR Loans, by giving the Administrative Agent irrevocable prior written notice of such election in the form attached as
Exhibit I (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. on the Business Day prior
to a requested conversion or (ii) ABR Loans to Eurodollar Loans by giving the Administrative Agent a Notice of Conversion/Continuation
not later than 11:00 a.m. three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar
Loans is made other than on the last day of an Interest Period with respect thereto, the Borrower shall pay any amounts due to
the Lenders pursuant to Section 2.17 as a result of such conversion. Any such Notice of Conversion/Continuation with respect
to the conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon
receipt of any Notice of Conversion/Continuation the Administrative Agent shall promptly notify each relevant Lender thereof. All
or any part of the outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan
may be converted into a Eurodollar Loan when any Default has occurred and is continuing, (ii) no Revolving Loan may be converted
into a Eurodollar Loan after the date that is one month prior to the Revolving Maturity Date, and (iii) no Initial Term Loan may
be converted into a Eurodollar Loan after the date that is one month prior to the Initial Term Loan Maturity Date.


 


(b)              
Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto
by the Borrower giving prior notice to the Administrative Agent pursuant to a Notice of Conversion/Continuation, not later than
11:00 a.m. three Business Days prior to a requested continuation setting forth the length of the next Interest Period to be applicable
to such Loans; provided that no Eurodollar Loan may be continued as such (i) when any Default has occurred and is continuing,
(ii) with respect to Revolving Loans, after the date that is one month prior to the Revolving Maturity Date and (iii) with respect
to the Initial Term Loan, after the date that is one month prior to the Initial Term Loan Maturity Date; and provided, further,
that if the Borrower shall fail to give any required notice as described above in this Section 2.03 or if such continuation
is not permitted pursuant to the preceding proviso, then such Loans shall be automatically converted to ABR Loans on the last day
of such then expiring Interest Period (in which case the Administrative Agent shall notify the Borrower of such conversion).


 


(c)               
There shall be no more than ten (10) Interest Periods outstanding at any time with respect to the Eurodollar Loans made
to the Borrower.


 


(d)              
This Section shall not apply to Swingline Loans.


 


Section 2.04        
Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lender may (in its sole discretion)
make swingline loans (individually, a “Swingline Loan” and collectively, the “Swingline Loans”)
to the Borrower from time to time during the Revolving Commitment Period in accordance with the procedures set forth in this Section
2.04, provided that (i) the aggregate principal amount of all Swingline Loans shall not exceed $5.010.0
million (the “Swingline Sublimit”) at any one time outstanding, (ii) the principal amount of any borrowing of
Swingline Loans may not exceed the aggregate amount of the Available Revolving Commitments of all Revolving Lenders immediately
prior to such borrowing or result in the Aggregate Revolving Exposure then outstanding exceeding the Total Revolving Commitments
then in effect, and (iii) in no event may Swingline Loans be borrowed hereunder if a Default shall have occurred and be continuing
which shall not have been subsequently cured or waived. Amounts borrowed under this Section 2.04 may be repaid and, up to
but excluding the Revolving Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. The Borrower shall
give the Administrative Agent notice of any Swingline Loan requested hereunder (which notice must be received by the Administrative
Agent prior to 11:00 a.m. on the requested Borrowing Date) specifying (A) the amount to be borrowed, and (B) the requested Borrowing
Date. Upon receipt of such notice, the Administrative Agent shall promptly notify the Swingline Lender of the aggregate amount
of such borrowing. Not later than 2:00 p.m. on the Borrowing Date specified in such notice the Swingline Lender shall make such
Swingline Loan available to the Administrative Agent for the account of the Borrower at the Administrative Agent’s Office
in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made
available to the Borrower by the Administrative Agent crediting the account of the Borrower identified in the most recent Notice
of Account Designation with the amount made available to the Administrative Agent by the Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to
the Issuing Bank) and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04
shall be in a minimum principal amount of $500,000 or an integral multiple of $100,000 in excess thereof.


 






    	 	40	 



     

    

(b)              
Notwithstanding the occurrence of any Default or noncompliance with the conditions precedent set forth in Article IV
or the minimum borrowing amounts specified in Section 2.02, if any Swingline Loan shall remain outstanding at 10:00 a.m.
on the seventh Business Day following the Borrowing Date thereof and if by such time on such seventh Business Day the Administrative
Agent shall have received neither (i) a Borrowing Request delivered by the Borrower pursuant to Section 2.02 requesting
that Revolving Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in an amount at least equal
to the aggregate principal amount of such Swingline Loan, nor (ii) any other notice satisfactory to the Administrative Agent indicating
the Borrower’s intent to repay such Swingline Loan on the immediately succeeding Business Day with funds obtained from other
sources, the Administrative Agent shall be deemed to have received a notice from the Borrower pursuant to Section 2.02 requesting
that ABR Revolving Loans be made pursuant to Section 2.01 on such immediately succeeding Business Day in an amount equal
to the amount of such Swingline Loan, and the procedures set forth in Section 2.02 shall be followed in making such ABR
Revolving Loans. The proceeds of such ABR Revolving Loans shall be applied to repay such Swingline Loan.


 


(c)               
If, for any reason, ABR Revolving Loans may not be, or are not, made pursuant to paragraph (b) of this Section 2.04
to repay any Swingline Loan as required by such paragraph, effective on the date such ABR Revolving Loans would otherwise have
been made, each Revolving Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence
of any Default, purchase a participating interest in such Swingline Loan (“Unrefunded Swingline Loan”) in an
amount equal to the amount of the ABR Revolving Loan which would otherwise have been made pursuant to paragraph (b) of this Section
2.04. Each Revolving Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount
of its participation, and the proceeds of such participations shall be distributed by the Administrative Agent to the Swingline
Lender. All payments by the Revolving Lenders in respect of Unrefunded Swingline Loans and participations therein shall be made
in accordance with Section 2.13.


 


(d)              
Notwithstanding the foregoing, a Revolving Lender shall not have any obligation to acquire a participation in a Swingline
Loan pursuant to the foregoing paragraphs if a Default shall have occurred and be continuing at the time such Swingline Loan was
made and such Revolving Lender shall have notified the Swingline Lender in writing prior to the time such Swingline Loan was made,
that such Default has occurred and that such Revolving Lender will not acquire participations in Swingline Loans made while such
Default is continuing.


 






    	 	41	 



     

    

(e)               
Notwithstanding anything to the contrary contained in this Section 2.04, the Swingline Lender shall not be obligated
to make any Swingline Loan at a time when any other Lender is a Defaulting Lender, unless the Swingline Lender has entered into
arrangements (which may include the delivery of cash collateralCash
Collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate
the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.23(c)) with respect to any such Defaulting
Lender.


 


Section 2.05        
Optional and Mandatory Prepayments of Loans. (a) The Borrower may at any time and from time to time prepay the Loans
(subject to compliance with the terms of Section 2.05(g) and Section 2.17), in whole or in part, upon irrevocable
prior written notice to the Administrative Agent substantially in the form of Exhibit G (a “Notice of Prepayment”)
not later than 12:00 noon two Business Days prior to the date of such prepayment, specifying (i) the date and amount of prepayment,
and (ii) the Class of Loans to be prepaid and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof
(including, in the case of Eurodollar Loans, the Borrowing to which such prepayment is to be applied and, if of a combination thereof,
the amount allocable to each). A Notice of Prepayment received after 12:00 noon shall be deemed received on the next Business Day.
Upon receipt of any Notice of Prepayment the Administrative Agent shall promptly notify each relevant Lender thereof. If any Notice
of Prepayment is given, the amount specified in such Notice of Prepayment shall be due and payable on the date specified therein,
together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans (other than Swingline Loans) shall
be in a minimum principal amount of $3.0 million or a whole multiple of $1.0 million in excess thereof (or, if less, the remaining
outstanding principal amount thereof). Partial prepayments of Swingline Loans shall be in a minimum principal amount of $500,000
or a whole multiple of $100,000 in excess thereof (or, if less, the remaining outstanding principal amount thereof). Each prepayment
of the Initial Term Loan under this Section 2.05(a) shall be applied as directed by the Borrower to the remaining scheduled
installments of the Initial Term Loan.


 


(b)              
In the event and on such occasion that the Aggregate Revolving Exposure exceeds the Total Revolving Commitment, the Borrower
shall be obligated to immediately prepay Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding,
deposit cash collateral in the account established with the Administrative Agent pursuant to Section 2.06(i)) to the extent
of such excess.


 


(c)               
(i)If Holdings or any Subsidiary shall incur or permit the incurrence of any Indebtedness (including pursuant to debt
securities which are convertible into, or exchangeable or exercisable for, any Equity Interest or Equity Rights) (other than Excluded
Debt Issuances) (each, a “Debt Incurrence”), 100% of the Net Proceeds thereof shall be applied immediately after
receipt thereof toward the prepayment of Loans in accordance with Section 2.05(d) below.


 


(ii)              
If Holdings or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale, an amount equal to 100% of such Net
Proceeds shall be applied immediately after receipt thereof toward the prepayment of Loans in accordance with Section 2.05(d)
below; provided that (x) the Net Proceeds from Asset Sales permitted by Section 6.05 shall not be required to be
applied as provided herein on such date if and to the extent that (1) no Default exists on the date of such Asset Sale or would
arise as a result of such Asset Sale and (2) the Borrower delivers an officers’ certificate to the Administrative Agent on
or prior to the date of such Asset Sale stating that such Net Proceeds shall be reinvested in capital assets of the Borrower or
any of its Subsidiaries in each case within 270 days following the date of such Asset Sale (which certificate shall set forth the
estimates of the proceeds to be so expended), (y) all such Net Proceeds shall be held in the Collateral Account and released therefrom
only in accordance with the terms of this Agreement and the other applicable Loan Documents, and (z) if all or any portion of such
Net Proceeds not so applied as provided herein is not allocated to reinvestment in respect of a project that shall have been commenced,
and for which binding contractual commitments have been entered into, prior to the end of such 270-day period, such remaining portion
shall be applied on the last day of such period (or if any Net Proceeds allocated to such an investment on such 270th day shall
cease to be so allocated or any such contractual commitment shall cease to be in effect and contractually committed, such remaining
portion shall be applied on the date it ceases to be so allocated and contractually committed) to prepay the Loans pursuant to
Section 2.05(d); provided, further, if the Property subject to such Asset Sale constituted Collateral under
the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged
or pledged, as the case may be, to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in
accordance with Section 5.11.


 






    	 	42	 



     

    

(iii)            
If Holdings or any of its Subsidiaries shall receive proceeds from insurance or condemnation recoveries in respect of any
Destruction or any proceeds or awards in respect of any Taking, an amount equal to 100% of the Net Proceeds thereof shall be applied
immediately after receipt thereof toward the prepayment of Loans in accordance with Section 2.05(d) below; provided
that, if such Net Proceeds are from a Taking or Destruction of Property of ICTC, such prepayments may be deferred until such time
as ICTC would be permitted at such time to make a distribution of such amount; provided, further, that (x) so long
as no Default then exists or would arise therefrom, such Net Proceeds shall not be required to be so applied to the extent that
the Borrower delivers an officers’ certificate to the Administrative Agent promptly following the receipt of such Net Proceeds
stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Proceeds were
paid or (2) fund the substitution of other Property used or usable in the business of the Borrower or its Subsidiaries, in each
case within 270 days following the date of the receipt of such Net Proceeds, and (y) all such Net Proceeds shall be held in the
Collateral Account and released therefrom only in accordance with the terms of this Agreement and the other applicable Loan Documents,
and (z) if all or any portion of such Net Proceeds has not been allocated to reinvestment in respect of a project that shall have
been commenced, and for which binding contractual commitments have been entered into, prior to the end of such 270-day period,
such remaining portion shall be applied on the last day of such period (or if any Net Proceeds allocated and contractually committed
to such an investment on such 270th day shall cease to be so allocated and contractually committed, such remaining portion shall
be applied on the date it ceases to be so allocated and contractually committed) to prepay Loans pursuant to Section 2.05(d);
provided, further, if the Property subject to such Destruction or Taking constituted Collateral under the Security
Documents, then any replacement or substitution Property purchased with the Net Proceeds thereof pursuant to this subsection shall
be mortgaged or pledged, as the case may be, to the Administrative Agent, for its benefit and for the benefit of the other Secured
Parties in accordance with Section 5.11.


 


(iv)            
Within 10 days of the delivery of financial statements and the related Compliance Certificate referred to in Sections
5.01(a), (b) and (c) that evidence a positive Excess Subject Payment Amount, the Borrower shall apply an amount
equal to 50% of such Excess Subject Payment Amount towards prepayment of Loans pursuant to Section 2.05(d); provided
that no such prepayment shall be required if as of the date of delivery of the most recent financial statements pursuant to Section
5.01(a) or (b) the Total Net Leverage Ratio was less than 3.0:1.0.


 


(v)              
Within 60 days after the end of each Fiscal Quarter of Holdings ending during any Dividend Suspension Period, the Borrower
shall prepay Loans pursuant to Section 2.05(d) in an aggregate amount equal to 50% of any increase in Available Cash during
such Fiscal Quarter.


 


The Borrower shall give the Administrative Agent
at least five (5) Business Days’ notice of any prepayment pursuant to this Section 2.05(c).


 






    	 	43	 



     

    

(d)              
Any prepayment of Loans pursuant to this Section 2.05 shall be applied first, to reduce the remaining scheduled
principal installments of the Term Loans as directed by the Borrower (pro rata on the basis of the original aggregate funded
amount thereof among the Initial Term Loan and, if applicable, any Incremental Term Loans) and second, to the extent of
any excess, to reduce the Revolving Commitments pursuant to Section 2.11(c). Each such prepayment shall be applied first,
to any ABR Loans then outstanding within the applicable Class and second, to the extent of any excess, to the Eurodollar
Loans then outstanding within the applicable Class.


 


(e)               
If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.05, but for the
operation of this Section 2.05(e) (each, a “Prepayment Date”), the amount of such required prepayment
exceeds the then outstanding aggregate principal amount of ABR Loans required to be prepaid, and no Default exists or is continuing,
then on such Prepayment Date, (i) the Borrower shall deposit funds into the Collateral Account in an amount equal to such excess,
and only the outstanding ABR Loans required to be prepaid shall be required to be prepaid on such Prepayment Date, and (ii) on
the last day of each Interest Period after such Prepayment Date in effect with respect to a Eurodollar Loan which is of the Type
required to be prepaid, the Administrative Agent is irrevocably authorized and directed by the Borrower to apply funds from the
Collateral Account (and liquidate investments held in the Collateral Account as necessary) to prepay such Eurodollar Loans for
which the Interest Period is then ending to the extent funds are available in the Collateral Account.


 


(f)               
Notwithstanding the forgoing, if any Indebtedness is issued pursuant to Section 6.01(a)(ii) and is secured on a pari
passu basis with the Obligations, then the Borrower may, to the extent required pursuant to the governing documents for such Indebtedness,
prepay Term Loans and reduce Revolving Commitments and purchase such Indebtedness (at a purchase price no greater than par plus
accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof.


 


(g)               
If, on or prior to the six (6) month anniversary of the Restatement Date, (i) the Borrower enters into any amendment to
this Agreement the effect of which is to reduce the “effective yield” (taking into
account, for example, upfront fees, interest rate spreads, interest rate benchmark
floors and original issue discount)All-in
Yield applicable to, all or a portion of the Initial Term Loan or (ii) incurs any Indebtedness (A) the proceeds
of which are used to prepay the Initial Term Loan, in whole or in part, and (B) which has a lower “effective
yield”All-in Yield than the
“effective yield”All-in
Yield applicable to all or a portion of the Initial Term Loan so prepaid (as such
effective yields are reasonably determined by the Administrative Agent), then, in each case, the Borrower shall
pay to the Administrative Agent, for the ratable account of the applicable Initial Term Lenders, a premium in an amount equal to
1.00% of the principal amount of the Initial Term Loan so prepaid or refinancing made on or prior to the six (6) month anniversary
of the Restatement Date. For the purpose hereof, any amendment described in clause (i) of the preceding sentence shall be deemed
a refinancing of the Initial Term Loan whose “effective yield”All-in
Yield is reduced (it being understood that the premium with respect to such amendment shall be paid to any Non-Consenting
Lender that is required to assign its Initial Term Loan pursuant to Section 2.20).


 


Section 2.06        
Letters of Credit.


 


(a)               
General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of
Credit for the account of Holdings or any of its Subsidiaries, in a form reasonably acceptable to the Administrative Agent and
the Issuing Bank, at any time and from time to time during the Revolving Commitment Period. In the event of any inconsistency between
the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control.


 






    	 	44	 



     

    

(b)              
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit
(or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit
by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative
Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance,
amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof,
the name of the Person (which must be Holdings or a Subsidiary of Holdings) for whose account such Letter of Credit is to be issued,
and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the
Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection
with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment, renewal or extension, (i) the LC Exposure shall not exceed $10.015.0
million and (ii) the Aggregate Revolving Exposure shall not exceed the Total Revolving Commitment. No
Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if the beneficiary of such Letter of Credit
is a Sanctioned Person. With respect to any Letter of Credit which contains any “evergreen” automatic
renewal provision, the Issuing Bank shall be deemed to have consented to any such extension or renewal provided that all of the
requirements of this Section 2.06 are met and no Default exists. As
of the Restatement Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other
Loan Documents, a Letter of Credit issued and outstanding hereunder.


 


(c)               
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the
date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one
year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date.


 


(d)              
Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount
thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each
Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Revolving Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit.
In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay
to the Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Commitment Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section,
or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter
of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each
such payment shall be made without any offset, abatement, withholding or reduction whatsoever.


 






    	 	45	 



     

    

(e)               
Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower
shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than
12:00 noon on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior
to 10:00 a.m. on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not
later than 12:00 noon on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00
a.m. on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on such date; provided that the Borrower may, subject to the conditions to borrowing
set forth herein, request in accordance with Section 2.02 that such payment be financed with an ABR Revolving Loan or Swingline
Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligations to make such payment shall be discharged
and replaced by the resulting ABR Revolving Loan or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative
Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due in respect thereof and such Revolving
Lender’s Commitment Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the
Administrative Agent its Commitment Percentage of the payment then due, in the same manner as provided in Section 2.02 with
respect to Loans made by such Revolving Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations
of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from
the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders
have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank
as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank
for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute
a Loan and shall not relieve the Borrower of its obligations to reimburse such LC Disbursement.


 


(f)               
Obligations Absolute. The Borrower’s obligations to reimburse LC Disbursements as provided in paragraph (e)
of this Section 2.06 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with
the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate
in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that
does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide
a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Revolving Lenders
nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection
with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of
any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required
to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the
control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability
to Holdings or any of its Subsidiaries to the extent of any direct damages (as opposed to consequential damages, claims in respect
of which are hereby waived by the Borrower to the extent permitted by Applicable Law) suffered by such Person that are caused by
the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter
of Credit comply with the terms thereof or acting with gross negligence or willful misconduct. The parties hereto expressly agree
that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court
of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance
of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which
appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance
with the terms of such Letter of Credit.


 






    	 	46	 



     

    

(g)               
Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting
to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and
the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make
an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower
of its obligations to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.


 


(h)              
Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such
LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from
and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement,
at the rate per annum then applicable to ABR Revolving Loans; provided that if the Borrower fails to reimburse such LC Disbursement
when due pursuant to paragraph (e) of this Section 2.06, then Section 2.08(c) shall apply. Interest accrued pursuant
to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to paragraph (e) of this Section 2.06 to reimburse the Issuing Bank shall be for the account
of such Lender to the extent of such payment.


 


(i)                
Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower
receives notice from the Administrative Agent or the Requisite Lenders (or, if the maturity of the Loans has been accelerated,
Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrower shall deposit in the Collateral Account an amount in cash equal to the LC Exposure as
of such date plus any accrued and unpaid fees thereon; provided that the Borrower’s obligations to deposit such cash
collateralCash Collateral shall become
effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described in clause (a) of Section 7.01 or any Event
of Default described in clause (i) of Section 7.01. Each such deposit shall be held by the Administrative Agent as collateral
for the payment and performance of the Obligations under this Agreement and the Borrower hereby grants the Administrative Agent
a security interest in respect of each such deposit and the Collateral Account in which such deposits are held. The Administrative
Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other
than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion
of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits,
if any, on such investments shall accumulate in the Collateral Account. Moneys deposited in the Collateral Account pursuant to
this Section 2.06(i) shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for
which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations
of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent
of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations
of the Borrower under this Agreement and the other Loan Documents. If the Borrower is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned
to the Borrower within three Business Days after all Defaults have been cured or waived.


 


(j)                
Defaulting Lenders. Notwithstanding anything to the contrary contained in this Section 2.06, the Issuing Bank
shall not be obligated to issue any Letter of Credit at a time when any other Lender is a Defaulting Lender, unless the Issuing
Bank has entered into arrangements (which may include the delivery of cash collateralCash
Collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Bank to eliminate
the Issuing Bank’s Fronting Exposure (after giving effect to Section 2.23(c)) with respect to any such Defaulting
Lender.


 






    	 	47	 



     

    

(k)              
Reporting of Letter of Credit Information. At any time that there is an Issuing
Bank that is not also the financial institution acting as Administrative Agent, then (i) on the last Business Day of each calendar
month, (ii) on each date that a Letter of Credit is amended, terminated or otherwise expires, (iii) on each date that a Letter
of Credit is issued or the expiry date of a Letter of Credit is extended, and (iv) upon the request of the Administrative Agent,
each Issuing Bank (or, in the case of clauses (ii), (iii) or (iv) of this Section, the applicable Issuing Bank) shall deliver to
the Administrative Agent a report setting forth in form and detail reasonably satisfactory to the Administrative Agent information
(including, without limitation, any reimbursement, Cash Collateral, or termination in respect of Letters of Credit issued by such
Issuing Bank) with respect to each Letter of Credit issued by such Issuing Bank that is outstanding hereunder. No failure on the
part of any Issuing Bank to provide such information pursuant to this Section 2.06(k) shall limit the obligations of the Borrower
or any Revolving Lender hereunder with respect to its reimbursement and participation obligations hereunder.


 


Section 2.07        
Repayment of Loans; Evidence of Debt.


 


(a)               
The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the relevant Lenders
(i) in respect of Revolving Loans, on the Revolving Maturity Date (or such earlier date as, and to the extent that, such Revolving
Loan becomes due and payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of each Revolving
Loan and each Swingline Loan made by each such Lender; and (ii) in respect of the Initial Term Loan, unless the Initial Term Loan
becomes due and payable earlier pursuant to Section 2.05 or Article VII, the unpaid principal amount of the Initial
Term Loan in consecutive quarterly installments on the last Business Day of each of March, June, September and December commencing
March 31, 2014 in an aggregate amount for each installment equal to 0.25% of the aggregate principal amount of the Initial Term
Loan as of the Restatement Date with the remainder due and payable in full on the Initial Term Loan Maturity Date (as the amounts
of individual installments may be adjusted pursuant to Section 2.05 hereof). The Borrower hereby further agrees to pay interest
in immediately available funds at the applicable office of the Administrative Agent (as specified in Section 2.13 (a)) on
the unpaid principal amount of the Revolving Loans, Swingline Loans and Term Loans made from time to time until payment in full
thereof at the rates per annum, and on the dates, set forth in Section 2.08. All payments required hereunder shall be made
in Dollars.


 


(b)              
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the
Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from
time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender on behalf
of the Borrower from time to time under this Agreement.


 


(c)               
The Administrative Agent shall maintain the Register pursuant to Section 9.10, and a subaccount for each Lender,
in which Register and subaccounts (taken together) shall be recorded (i) the amount of each such Loan, the Class and Type of each
such Loan and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder in respect of each such Loan, (iii) the amount of any sum received by
the Administrative Agent hereunder from the Borrower in respect of each such Loan and each Lender’s share thereof and (iv)
the amount of Loans of each Class owed to each Lender.


 






    	 	48	 



     

    

(d)              
The entries made in the Register and accounts maintained pursuant to paragraphs (b) and (c) of this Section 2.07
and the Notes maintained pursuant to paragraph (e) of this Section 2.07 shall, to the extent permitted by Applicable Law,
be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however,
that the failure of any Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable,
or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans
made by such Lender in accordance with the terms of this Agreement.


 


(e)               
The Loans of each Class made by each Lender shall, if requested by the applicable Lender (which request shall be made to
the Administrative Agent), be evidenced by a single Note duly executed on behalf of the Borrower, in substantially the form attached
as Exhibit D-1 or D-2, as applicable, with the blanks appropriately filled, payable to the order of such Lender.


 


Section 2.08        
Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 360 days) for each day during each Interest Period with respect thereto at a rate per annum
equal to (i) the Adjusted LIBO Rate determined for such Interest Period, plus (ii) the Applicable Rate.


 


(b)              
Each ABR Loan (including each Swingline Loan) shall bear interest (computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as the case may be, or over a year of 360 days when the Alternate Base Rate is determined by reference
to clause (b) or (c) of the definition of “Alternate Base Rate”) at a rate per annum equal to the Alternate
Base Rate plus the Applicable Rate.


 


(c)               
If all or a portion of (i) the principal amount of any Loan, (ii) any interest payable thereon, (iii) any Commitment Fee
or (iv) any other amount payable hereunder shall not be paid when due (whether at the stated maturity thereof or by acceleration
or otherwise), such overdue amount shall bear interest at a rate per annum which is (x) in the case of overdue principal (except
as otherwise provided in clause (y) below), the rate that would otherwise be applicable thereto pursuant to the foregoing provisions
of this Section 2.08 plus 2.00% per annum or (y) in the case of any overdue interest, Commitment Fee, or other amount, the
rate described in Section 2.08(b) applicable to an ABR Revolving Loan plus 2.00% per annum, in each case from the
date of such nonpayment to (but excluding) the date on which such amount is paid in full (after as well as before judgment).


 


(d)              
Interest on the Loans shall be payable in arrears on each Interest Payment Date and on the Revolving Maturity Date, and
the Initial Term Loan Maturity Date, as applicable; provided that (i) interest accrued pursuant to paragraph (c) of this
Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion
of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable
on the effective date of such conversion. Interest in respect of each Loan shall accrue from and including the first day of an
Interest Period to but excluding the last day of such Interest Period.


 


Section 2.09        
Computation of Interest. Each determination of an interest rate by the Administrative Agent pursuant to any provision
of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.


 


Section 2.10        
Fees. (a) The Borrower agrees to pay a commitment fee (a “Commitment Fee”) to each Revolving Lender
(other than Defaulting Lenders, if any), which Commitment Fee shall be payable in arrears through the Administrative Agent on the
last day of March, June, September and December beginning on MarchDecember
31, 2014,2016,
and on the Commitment Fee Termination Date (as defined below). The Commitment Fee due to each Revolving Lender shall commence to
accrue for a period commencing on the Restatement Date and shall cease to accrue on the date (the “Commitment Fee Termination
Date”) that is the earlier of (i) the date on which the Revolving Commitment of such Revolving Lender shall be terminated
as provided herein and (ii) the first date after the end of the Revolving Commitment Period. The Commitment Fee accrued to each
Revolving Lender shall equal the Applicable Rate multiplied by such Lender’s Commitment Fee Average Daily Amount (as defined
below) for the applicable quarter (or shorter period commencing on the date of this Agreement and ending with such Lender’s
Commitment Fee Termination Date). A Revolving Lender’s “Commitment Fee Average Daily Amount” with respect
to a calculation period shall equal the average daily amount during such period calculated using the daily amount of such Revolving
Lender’s Revolving Commitment less such Revolving Lender’s Revolving Exposure (excluding clause (c) of the definition
thereof for purposes of determining the Commitment Fee Average Daily Amount only) for any applicable days during such Revolving
Lender’s Revolving Commitment Period. All Commitment Fees shall be computed on the basis of the actual number of days elapsed
in a year of 360 days.


 






    	 	49	 



     

    

(b)              
The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender, subject to Section
2.23(f), a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate equal to
the Applicable Rate for Eurodollar Revolving Loans on the average daily amount of such Revolving Lender’s LC Exposure represented
by Letters of Credit issued hereunder (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the
period from and including the Restatement Date to but excluding the later of the date on which such Revolving Lender’s Revolving
Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to the applicable
Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum
on the average daily amount of the LC Exposure represented by Letters of Credit (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Restatement Date to but excluding the later of the date
of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure,
for its own account, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank as set forth in the fee letter
executed by such Issuing Bank, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees (collectively,
“LC Fees”) accrued through and including the last day of March, June, September and December of each calendar
year during the Revolving Commitment Period shall be payable on the third Business Day following such last day, commencing on the
first such date to occur after the Restatement Date; provided that all such fees shall be payable on the date on which the
Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be
payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after
demand therefor. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the last day).


 


(c)               
The Borrower agrees to pay to the Administrative Agent the administrative fee set forth in the Administrative Agent Letter
(the “Administrative Agent Fees”).


 


(d)              
All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution. Once
paid, none of the Fees shall be refundable.


 


Section 2.11        
Termination, Reduction or Adjustment of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments
shall terminate on the Revolving Maturity Date.


 


(b)              
The Borrower shall have the right, upon one Business Day’s notice to the Administrative Agent, to terminate or, from
time to time, reduce the amount of the Revolving Commitments (provided that no such termination or reduction of Revolving
Commitments shall be permitted if, after giving effect thereto and to any repayments of the Revolving Loans made on the effective
date thereof, the Aggregate Revolving Exposure then outstanding would exceed the Total Revolving Commitment then in effect).


 






    	 	50	 



     

    

(c)               
If any prepayment of Term Loans would otherwise be required pursuant to Section 2.05 but cannot be made because there
are no Term Loans outstanding, or because the amount of the required prepayment exceeds the outstanding amount of Term Loans, then,
on the date that such prepayment is required, the amount not required to prepay the Term Loans shall be applied to the permanent
reduction of the Revolving Commitments.


 


Section 2.12        
Inability to Determine Interest Rate; Inadequacy of Interest Rate. If prior to 11:00 a.m., London time, two Business
Days before the first day of any Interest Period, including an initial Interest Period, for a requested Eurodollar Borrowing:


 


(i)                
the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the
Borrower) that, by reason of circumstances affecting the relevant market generally, adequate and reasonable means do not exist
for ascertaining the Adjusted LIBO Rate for such Eurodollar Borrowing, or


 


(ii)              
the Administrative Agent shall have received notice from a majority in interest of the Lenders of the applicable Class that
the Adjusted LIBO Rate determined or to be determined for such Interest Period for such Eurodollar Borrowing will not adequately
and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected
Loans during such Interest Period,


 


then the Administrative Agent shall give telecopy or telephonic
notice thereof to the Borrower and the Lenders by 12:00 noon on the same day. The Administrative Agent shall give telecopy or telephonic
notice to the Borrower and the Lenders as soon as practicable after the circumstances giving rise to such notice no longer exist,
and until such notice has been given, any affected Eurodollar Loans shall not be (x) converted or continued pursuant to Section
2.03 or (y) made pursuant to a Borrowing Request, and shall be continued or made as an ABR Loan, as the case may be.


 


Section 2.13        
Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Commitments of the Revolving Lenders shall be
made pro rata according to the amounts of such Revolving Lenders’ Commitment Percentages. Each payment (including
each prepayment) by the Borrower on account of principal of and interest on Loans which are ABR Loans shall be made pro rata
according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders of the applicable Class. Each
payment (including each prepayment) by the Borrower on account of principal of and interest on Loans which are Eurodollar Loans
designated by the Borrower to be applied to a particular Eurodollar Borrowing shall be made pro rata according to the respective
outstanding principal amounts of such Loans then held by the Lenders of the applicable Class. Each payment (including each prepayment)
by the Borrower on account of principal of and interest on Swingline Loans shall be made pro rata according to the respective
outstanding principal amounts of the Swingline Loans or participating interests therein, as the case may be, then held by the relevant
Lenders. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest,
fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 p.m. on the due date thereof to
the Administrative Agent, for the account of the Lenders of the applicable Class, at the Administrative Agent’s Office specified
in Section 9.01 in Dollars and in immediately available funds. Any payment received after such time but before 2:00 p.m.
on such day shall be deemed a payment on such date for the purposes of Section 7.01, but for all other purposes shall be
deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been
made on the next succeeding Business Day for all purposes. The Administrative Agent shall distribute such payments to the Lenders
entitled thereto in the same currency as received and promptly upon receipt in like funds as received. If any payment hereunder
(other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended
to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business
Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend
such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.


 






    	 	51	 



     

    

If
any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of
or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion
of the aggregate amount of its Loans and accrued interest thereon or other such obligations (other than pursuant to Sections 2.15,
2.16, 2.17 or 9.03) greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion
shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Loans
and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest
on their respective Loans and other amounts owing them; provided that:


 


(A)             
if any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored
to the extent of such recovery,
without interest, and


 


(B)             
the provisions of this paragraph shall not be construed to apply to (1) any
payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application
of funds arising from the existence of a Defaulting Lender), (2) the application of Cash Collateral provided for in Section 2.24
or (3) any payment obtained by a Lender as consideration for the assignment of, or sale of, a participation in any of its Loans
or participations in Swingline Loans and Letters of Credit to any assignee or participant, other than to Holdings or any of its
Subsidiaries or Affiliates (as to which the provisions of this paragraph shall apply).


 


Each
Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with
respect to such participation as fully as if such
Lender were a direct creditor of each Loan Party in the
amount of such participation.


 


(b)              
Subject to Section 2.12, unless the Administrative Agent shall have been notified in writing by any Lender prior
to a Borrowing that such Lender will not make the amount that would constitute its share of such Borrowing available to the Administrative
Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount
is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to
the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate
for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative
Agent submitted to any Lender with respect to any amounts owing under this Section 2.13(b) shall be conclusive in the absence
of manifest error. If such Lender’s share of such Borrowing is not made available to the Administrative Agent by such Lender
within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with
interest thereon at the rate per annum applicable to ABR Revolving Loans hereunder, on demand, from the Borrower, but without prejudice
to any right or claim that the Borrower may have against such Lender.


 






    	 	52	 



     

    

(c)               
Subject to Section 7.05, if at any time insufficient funds are received by and available to the Administrative Agent
to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be
applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts
of principal and unreimbursed LC Disbursements then due to such parties.


 


(d)              
Notwithstanding the foregoing clauses, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting
Lender hereunder shall be applied in accordance with Section 2.23(b).


 


Section 2.14        
Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Applicable Law, or
in the interpretation or application thereof, shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated
by this Agreement, (a) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and
convert ABR Loans to Eurodollar Loans shall forthwith be suspended until such time as the making or maintaining of Eurodollar Loans
shall no longer be unlawful, and (b) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be converted
automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Loans or within
such earlier period as required by law.


 


Section 2.15        
Requirements of Law. If at any time any Lender or the Issuing Bank determines that
the introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order, in
each case, after the date of this Agreement (other than (i) any change by way of imposition or increase of reserve requirements
included in determining the Adjusted LIBO Rate or (ii) the rate of tax imposed on the overall net income of such Lender or the
Issuing Bank) or the compliance by such Lender or the Issuing Bank with any guideline, request or directive from any central bank
or other Governmental Authority (whether or not having the force of law), to the extent such guideline, request or directive is
changed or issued after the Restatement Date, shall have the effect of increasing the cost to such Lender or the Issuing Bank for
agreeing to make or making, funding or maintaining any Eurodollar Loans for the Borrower or participating
in, issuing or maintaining any Letter of Credit for the Borrower, then the Borrower shall from
time to time, within five days of written demand therefor by such Lender or the Issuing Bank (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such Lender or the Issuing Bank additional amounts sufficient
to compensate such Lender or the Issuing Bank for such increased cost;
provided that any such payment shall be without duplication of amounts
to which such Lender or Issuing Bank is entitled under Section 2.16. A certificate as to the amount of
such increased cost, submitted to the Borrower and the Administrative Agent by such Lender or the Issuing Bank, shall be conclusive
and binding for all purposes, absent manifest error. Such Lender or the Issuing Bank, as applicable, shall promptly notify the
Administrative Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail,
the reasons therefor and the additional amount required fully to compensate such Lender or the Issuing Bank, as applicable, for
such increased cost or reduced amount. Such additional amounts shall be payable directly to such Lender or the Issuing Bank, as
applicable, within five days of the Borrower’s receipt of such notice, and such notice shall, in the absence of manifest
error, be conclusive and binding on the Borrower. No Lender shall be entitled to claim any amounts under this clause (a) in respect
of any increased costs that were incurred more than 180 days prior to the date of delivery of such certificate to the Borrower.Increased
Costs. 


 






    	 	53	 



     

    

(a)              
Increased Costs Generally. If any Change in Law shall:


 


(i)                
impose, modify or deem applicable any reserve, special deposit, compulsory
loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other
credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBO Rate) or any Issuing Bank;


 


(ii)              
subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B)
Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan
principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable
thereto; or


 


(iii)            
impose on any Lender or any Issuing Bank or the London interbank market any
other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter
of Credit or participation therein;


 


and
the result of any of the foregoing shall be to increase the cost to such Lender, the Issuing Bank or such other Recipient of making,
converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the
cost to such Lender, such Issuing Bank or such other Recipient of participating
in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or
receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or any other amount)
then, upon written request of such Lender, such Issuing Bank or other Recipient, the Borrower shall promptly pay to any such Lender,
such Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such
Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.


 


(b)              
If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation
or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any
court, central bank, regulator or other Governmental Authority after the Restatement Date affects or would affect the amount of
capital required or expected to be maintained by any Lender or the Issuing Bank (or a holding company controlling such Lender or
the Issuing Bank) and such Lender or theCapital Requirements.
If any Lender or any Issuing Bank determines in good faith (in its sole and absolute
discretion) that the rate of return on its capital (or the capital of its holding company, as the case may be) as a consequence
of itsthat any Change in Law affecting such Lender
or such Issuing Bank or any lending office of such Lender or such Lender’s or such Issuing Bank’s holding company,
if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s
or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if
any, as a consequence of this Agreement, the Revolving Commitment of
such Lender or the Loans made by it,
or its participations in Letters
of Credit or Swingline Loans or any issuance, participation or maintenance ofheld
by, such Lender, or the Letters of Credit is reducedissued
by such Issuing Bank, to a level below that which such Lender or the Issuing Bank
(or its holding company)such Issuing Bank or such
Lender’s or such Issuing Bank’s holding company could have achieved but for the
occurrence of any such circumstance, then, in any such case upon noticesuch
Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s
or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to
time by such Lender or the Issuing Bank toupon
written request of such Lender or such Issuing Bank the Borrower, the Borrower
shall immediatelypromptly
pay directly to such Lender or thesuch
Issuing Bank, as the case may be, on demandsuch
additional amount or amounts sufficient
toas will compensate such Lender or
the Issuing Bank (or itssuch
Issuing Bank or such Lender’s or such Issuing Bank’s holding company)
for any such reduction in
rate of return. A statement of such Lender or the Issuing Bank as to any such additional amount or amounts (including calculations
thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. In determining
such amount, such Lender or the Issuing Bank may use any good faith method of averaging and attribution that it (in its sole and
absolute discretion) shall deem applicable. No Lender shall be entitled to claim any amounts under this clause (b) in respect of
any reduction in the rate of return occurring more than 180 days prior to the date of delivery of such certificate to the Borrower.suffered.



 






    	 	54	 



     

    

(c)               
In the event that the Issuing Bank or any Lender determines that any event or circumstance
that will lead to a claim under this Section 2.15 has occurred or will occur, the Issuing Bank or such
Lender will use its best efforts to so notify the Borrower; provided that, except as provided above, any
failure to provide such notice shall in no way impair the rights of the Issuing Bank or such Lender to demand and receive compensation
under this Section 2.15, but without prejudice to any claims of the Borrower for compensation for actual
damages sustained as a result of any failure to observe this undertaking.Certificates
for Reimbursement. A certificate of a Lender, or an Issuing Bank or such other Recipient setting forth the amount or amounts necessary
to compensate such Lender or such
Issuing Bank, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph
(a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such
Lender or such Issuing Bank or such other Recipient, as the case may be, the amount shown as due on any such certificate within
ten (10) days after receipt thereof.


 


(d)              
Notwithstanding anything herein to
the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and
all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines
or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each
case be deemed to be a change in Applicable Law, regardless
of the date enacted, adopted or issued.Delay
in Requests. Failure or delay on the part of any Lender or any Issuing Bank or such other Recipient to demand compensation pursuant
to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s or such other Recipient’s
right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or an Issuing Bank
or any other Recipient pursuant to this Section for any increased costs incurred or reductions suffered more than six (6) months
prior to the date that such Lender or such Issuing Bank or such other Recipient, as the case may be, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s or such
other Recipient’s intention to claim compensation therefor (except that if the Change in Law giving rise to such increased
costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive
effect thereof).


 


Section 2.16        
Taxes. All payments by the Borrower of principal of, and interest on, the Loans
and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income,
excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed
by any taxing authority on the Administrative Agent, the Issuing Bank or any Lender (or any assignee of such Lender or the Issuing
Bank, as the case may be, or a Participant or a change in designation of the lending office of a Lender or the Issuing Bank, as
the case may be (a “Transferee”)), but excluding franchise taxes and taxes
imposed on or measured by the recipient’s net income (such non-excluded
items being called “Taxes”) unless required by Applicable Law,
rule or regulation. In the event that any withholding or deduction from any payment to be made by the Borrower hereunder is required
in respect of any Taxes pursuant to any Applicable Law, rule or regulation, then the Borrower will:Taxes.


 






    	 	55	 



     

    

(i)       pay
directly to the relevant authority the full amount required to be so withheld or deducted;


 


(ii)       promptly
forward to the Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing
such payment to such authority; and


 


(iii)       pay
to the Administrative Agent for the account of the Lenders or the Issuing Bank, as the case may be, such additional amount or amounts
as are necessary to ensure that the net amount actually received by each Lender or the Issuing Bank, as the case may be, will equal
the full amount such Lender or the Issuing Bank, as the case may be, would have received had no such withholding or deduction been
required.


 


(a)              
Defined Terms. For purposes of this Section 2.16, the term “Lender”
includes any Issuing Bank and the term “Applicable Law” includes FATCA.


 


(b)              
If any Taxes are directly asserted against the Administrative Agent, the Issuing Bank or
any Lender or Transferee with respect to any payment received by the Administrative Agent, the Issuing Bank or such Lender or Transferee
hereunder, the Administrative Agent, the Issuing Bank or such Lender or Transferee may pay such Taxes and, within 30 days of a
written request by the Administrative Agent, the Issuing Bank or such Lender or Transferee, the Borrower will pay such additional
amounts (including any penalties, interest or expenses, except to the extent attributable to the gross negligence or willful misconduct
of the Administrative Agent, the Issuing Bank or any Lender or Transferee) as shall be necessary in order that the net amount received
by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person
would have received had such Taxes not been asserted.Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made
without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the
good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment
by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall
timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if
such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that, after
such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under
this Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding
been made.


 


(c)               
If the Borrower fails to pay any Taxes when due to the appropriate taxing authority or
fail to remit to the Administrative Agent, for the account of the Issuing Bank, the respective Lenders or Transferees, the required
receipts or other required documentary evidence, the Borrower shall indemnify the Issuing Bank, Lenders and Transferees for any
incremental Taxes, interest, penalties or other costs (including reasonable attorneys’ fees and expenses) paid by the Issuing
Bank, any Lender or Transferee as a result of any such failure, except in the case of gross negligence or willful misconduct of
the Administrative Agent, the Issuing Bank or any Lender or Transferee. For purposes of this Section 2.16,
a distribution hereunder by the Administrative Agent to or for the account of the Issuing Bank, any Lender or Transferee shall
be deemed a payment by the Borrower. Such indemnification shall be paid within 30 days from the date on which the Issuing Bank
or such Lender or Transferee makes written demand therefor specifying in reasonable detail the basis and calculation of such amount.Payment
of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with
Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 






    	 	56	 



     

    

(d)              
Each Lender or Transferee that is organized under the laws of a jurisdiction other than
the United States or any state or political subdivision thereof (each, a “Foreign Lender”)
shall, on or prior to the Restatement Date (in the case of each Lender that is a party hereto on the Restatement Date) or prior
to the date that any Person that was not previously a Lender becomes an Incremental Term Lender in accordance with Section
2.21 or on or prior to the date of any assignment, participation or change in the designated lending office hereunder
(in the case of a Transferee) and thereafter as reasonably requested from time to time by the Borrower or the Administrative Agent,
execute and deliver, if legally able to do so, to the Borrower and the Administrative Agent one or more (as the Borrower or the
Administrative Agent may reasonably request) of whichever of the following
is applicable:Indemnification by the Loan Parties.
The Loam Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full
amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower
by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient,
shall be conclusive absent manifest error.


 


(e)               
Indemnification by the Lenders. Each
Lender shall severally indemnify the Administrative Agent, within ten
(10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan
Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the
Loan Parties to do so), (ii) any Taxes attributable
to such Lender’s failure to comply with the provisions of Section 9.10(d) relating to the maintenance of a Participant Register
and (iii) any Excluded Taxes attributable to such Lender, in each case,
that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall
be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to setoff and apply any and all amounts
at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lenders from any
other source against any amount due to the Administrative Agent under this paragraph (e). 


 


(f)                
Evidence of Payments. As soon as practicable after any payment of Taxes by
any Loan Party to a Governmental Authority pursuant to this Section 2.16, such Loan Party shall deliver to the Administrative Agent
the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(g)              
Status of Lenders.


 






    	 	57	 



     

    

(i)                
Any Lender that is entitled to an exemption from or reduction of withholding
Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time
or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably
requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced
rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver
such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will
enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and
submission of such documentation (other than such documentation set forth in Section 2.16(g)(ii)(A), (ii)(B) and (ii)(D) below)
shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such
Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(ii)              
Without limiting the generality of the foregoing:


 


(A)             
Any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative
Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender
is exempt from United States federal backup withholding tax;


 


(B)             
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver
to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the
date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request
of the Borrower or the Administrative Agent), whichever
of the following is applicable:


 


(1)              
(i) in the case of a Foreign Lender claiming the benefits of
an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed
originalscopies
of IRS Form W-8BEN-E establishing an exemption from,
or reduction of, United States federal withholding TaxesTax
pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any
Loan Document, IRS Form W-8BEN-E establishing an exemption
from, or reduction of, United States federal withholding TaxesTax
pursuant to the “business profits” or “other income” article of such tax treaty;


 


(2)              
(ii) executed originalscopies
of IRS Form W-8ECI;


 


(3)              
(iii) in the case of a Foreign Lender claiming the benefits
of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit
E-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code,
a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”)
and (y) executed originalscopies
of IRS Form W-8BEN-E; or


 






    	 	58	 



     

    

(4)              
(iv) to the extent a Foreign Lender is not the beneficial owner,
executed originalscopies
of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E,
a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or other
certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership
and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign
Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct
and indirect partner.;


 


In addition, the Administrative
Agent, the Issuing Bank and any Lender (or Transferee) claiming any additional amounts payable pursuant to this Section
2.16 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document
requested in writing by the Borrower, if the making of such a filing would avoid the need for or reduce the amount of any such
additional amounts which would be payable or may thereafter accrue and would not, in the sole good faith judgment of the Administrative
Agent, the Issuing Bank or such Lender (or Transferee), be otherwise disadvantageous to such Person.


 


(e)       With
respect to obligations under this Agreement other than those specified in Section 2.16(f), the Borrower
shall not be required to indemnify or to pay any additional amounts to the Issuing Bank, any Lender or Transferee with respect
to any Taxes pursuant to this Section 2.16 to the extent that (i) any obligation to withhold, deduct or
pay amounts with respect to such Taxes existed on the date the Issuing Bank, such Lender or Transferee became a party to this Agreement
or otherwise becomes a Transferee and, in the case of a Transferee, exceeded the obligation to the Person making the assignment,
selling the participation or effecting such transfer to such Transferee that existed before the action by which such Transferee
becomes a Transferee (and, in such case, the Borrower may deduct and withhold such Taxes from payments to the Issuing Bank, such
Lender or Transferee), (ii) any Lender or Transferee fails to comply in full with the provisions of the immediately preceding paragraph
(and, in such case, the Borrower may deduct and withhold all Taxes required by law as a result of such noncompliance from payments
to the Issuing Bank, such Lender or Transferee), or (iii) such Taxes are imposed under FATCA (or any amended or successor version
of FATCA that is substantively comparable and not materially more onerous
to comply with).


 


(f)       Notwithstanding
anything to the contrary in this Section 2.16, if the IRS determines that a Lender (or Transferee) is a
conduit entity participating in a conduit financing arrangement as defined
in Section 7701(l) of the Code and the regulations thereunder and the Borrower was not a participant
to such arrangement (other than as the Borrower under this Agreement) (a “Conduit
Financing Arrangement”), then (i) the Borrower shall not have any obligation to pay additional amounts or indemnify
the Lender or Transferee for any Taxes with respect to any payments hereunder to the extent the amount of such Taxes exceeds the
amount that would have otherwise been withheld or deducted had the IRS not made such a determination and (ii) such Lender or Transferee
shall indemnify the Borrower in full for any and all taxes for which the Borrower is held directly liable under Section 1461 of
the Code by virtue of such Conduit Financing Arrangement; provided that the Borrower (i) shall promptly
forward to the indemnitor an official receipt or other documentation satisfactorily evidencing such payment, (ii) shall contest
such tax upon the reasonable request of the indemnitor and at such indemnitor’s cost and (iii) shall pay to such indemnitor
within 30 days any refund of such taxes (including interest thereon). Each Lender or Transferee represents that it is not participating
in a Conduit Financing Arrangement.


 


(C)             
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver
to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the
date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request
of the Borrower or the Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming
exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation
as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction
required to be made; and


 






    	 	59	 



     

    

(D)             
(g) Ifif
a payment made to a Lender under any Loan Document would be subject to U.S.United
States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting
requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver
to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested
by the Borrower or the Administrative Agent such documentation prescribed by applicable lawApplicable
Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (gD),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


(h)       Each
Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor,
for any Taxes attributable to such Lender’s failure to comply with the provisions of
Section 9.10(d) relating to the maintenance of a Participant Register.Each
Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect,
it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal
inability to do so.


 


(i)       In
the event that the Issuing Bank or any Lender determines that any event or circumstance that will lead to a claim by it under this
Section 2.16 has occurred or will occur, the Issuing Bank or such Lender will use its best efforts to so
notify the Borrower; provided that any failure to provide such notice shall in no way impair the rights
of the Issuing Bank or any Lender to demand and receive compensation under this Section 2.16, but without
prejudice to any claims of the Borrower for failure to observe this undertaking.


 


(j)       Notwithstanding
anything herein to the contrary, no Transferee shall be entitled to receive any greater amount pursuant to this Section
2.16 than the Person making the assignment, selling the participation or effecting the transfer to such Transferee,
or any Lender (or Transferee) which changes its applicable lending office by designating a different lending office, would have
been entitled to receive in the absence of such assignment, participation, transfer or designation.


 


(h)              
Treatment of Certain Refunds. If any party determines, in its sole discretion
exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section
2.16 (including by the payment of additional amounts pursuant to this Section 2.16), it shall pay to the indemnifying party an
amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving
rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other
than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request
of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is
required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in
no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment
of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been
in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and
the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed
to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems
confidential) to the indemnifying party or any other Person.


 






    	 	60	 



     

    

(i)                
(k) For purposes of determining withholding Taxes imposed under FATCA, from
and after the effective date of the First Amendment, the Borrower and the Administrative Agent shall treat (and the Lenders hereby
authorize the Administrative Agent to treat) the Loans as not qualifying as “grandfathered obligations” within the
meaning of Section 1.1471-2(b)(2)(i) of the United States Treasury RegulationsSurvival.
Each party’s obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


Section 2.17        
Indemnity. In the event any Lender shall incur any loss or expense (including any loss (other than lost profit) or
expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue
or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into,
a Eurodollar Loan) as a result of any conversion of a Eurodollar Loan to an ABR Loan or repayment or prepayment of the principal
amount of any Eurodollar Loan on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant
to Section 2.03, 2.05, 2.07, 2.14, 2.15 or 2.20 or otherwise, or any failure to borrow
or convert any Eurodollar Loan after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy
a condition to such Borrowing or otherwise, or as a consequence of
any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a Eurodollar Loan then,
upon the written notice of such Lender to the Borrower (with a copy to the Administrative Agent), the Borrower shall, within five
days of receipt thereof, pay directly to such Lender such amount as will (in the reasonable determination of such Lender) reimburse
such Lender for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the
absence of manifest error, be conclusive and binding on the Borrower.


 


Section 2.18        
Change of Lending Office. Each Lender (or Transferee) agrees that,
upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15 or 2.16 with respect to
such Lender (or Transferee), it will, if requested by the Borrower, use commercially
reasonable efforts (subject to overall policy considerations of such Lender (or Transferee))
to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event;
provided that such designation is made on terms that, in the sole good faith judgment of such Lender, cause such Lender
and its respective lending offices to suffer no material economic, legal or regulatory disadvantage; and provided, further,
that nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender
(or Transferee) pursuant to Sections 2.14, 2.15 and 2.16.


 


Section 2.19        
Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of
a right of banker’s lien, setoff or counterclaim against any Loan Party, or pursuant to a secured claim under Section 506
of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim received by
such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment
(voluntary or involuntary) in respect of any Loans or participations in LC Disbursements which at the time shall be payable as
a result of which the unpaid principal portion of its Loans and participations in LC Disbursements which at the time shall be payable
shall be proportionately less than the unpaid principal portion of such Loans and participations in LC Disbursements of any other
Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such
other Lender the purchase price for, a participation in such Loans and participations in LC Disbursements of such other Lender,
so that the aggregate unpaid principal amount of such Loans and participations in LC Disbursements held by each Lender shall be
in the same proportion to the aggregate unpaid principal amount of all such Loans and participations in LC Disbursements as prior
to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that
if any such purchase or purchases or adjustments shall be made pursuant to this Section and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to
the extent of such recovery and the purchase price or prices or adjustments restored without interest.
The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or an
LC Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim
with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as
fully as if such Lender were a direct creditor directly to the Borrower in the amount of such participation.[Reserved].



 






    	 	61	 



     

    

Section 2.20        
Assignment of Commitments Under Certain Circumstances. In the event that any Lender shall have delivered a notice
or certificate pursuant to Section 2.14 or 2.15, or the Borrower
shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”)
or in the event any Lender (a “Non-Consenting Lender”) does not consent to any proposed amendment to this Agreement
pursuant to Section 9.02 for which the consent of each Lender or each Lender of any Class is required and to which the Requisite
Lenders or Requisite Lenders of such Class, as applicable, have consented, then, the Borrower shall have the right, but not the
obligation, at the expense of the Borrower, upon notice to such Increased Cost Lender or Non-Consenting Lender (the “Terminated
Lender”) and the Administrative Agent, to replace such Terminated Lender with an assignee (in accordance with and subject
to the restrictions contained in Section 9.10) approved by the Administrative Agent, the Issuing Bank and the Swingline
Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign without
recourse (in accordance with and subject to the restrictions contained in Section 9.10) all its interests, rights (other
than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and
the related Loan Documents to such assignee; provided, however, that no Terminated Lender shall be obligated
to make any such assignment unless (a) such assignment shall not conflict with any law or any rule, regulation or order of any
Governmental Authority and (b) such assignee or the Borrower shall pay to the affected Terminated Lender in immediately available
funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated
Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other
fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed
to it hereunder (including, without limitation, any Commitment Fees) and,
(c) in the case of any Non-Consenting Lender, each Non-Consenting Lender whose consent is required
in connection with the proposed amendment is removed pursuant to this Section 2.20.the
applicable assignee shall have consented to the applicable amendment, waiver or consent, (d) the Borrower shall have paid to the
Administrative Agent the assignment fee (if any) specified in Section 9.10 and (e) in the case of any such assignment resulting
from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.16, such assignment will
result in a reduction in such compensation or payments thereafter.


 






    	 	62	 



     

    

Section 2.21        
Increase in Term Commitments.


 


(a)               
Provided (x) immediately prior to and immediately after giving effect to the making ofany
Incremental Term LoansFacility
referred to below there exists no Default; provided that in the case
of an Incremental Term Loan that is used to finance a substantially concurrent Limited Conditionality Acquisition this clause (x)
will be subject to Section 1.09 and (y) after giving effect to the making ofany
Incremental Term LoansFacility
referred to below and the use of proceeds therefrom, the Borrower would be in pro forma compliance with each of the Financial
Covenants as of the most recent date for which financial statements have been delivered pursuant to Section 5.01, upon notice
to the Administrative Agent by the Borrower, the Borrower may on up to three (3) occasions, request additional
term loans ((i) additional term loans, including
without limitation, a borrowing of an additional term loan the principal amount of which will be added to the outstanding principal
amount of the existing tranche of Term Loans with the latest Maturity Date (collectively, the “Incremental
Term Loans” and the related commitments, the “Incremental Term Commitments”) or
(ii) one or more increases in the Total Revolving Commitment (any such increase an “Incremental Revolving Commitment”
and collectively with the Incremental Term Loans, the “Incremental Facilities”) in an aggregate amount
of not less than $25.0 million for any such request. The sum of the aggregate amount of all Incremental Term
LoansFacilities and the aggregate
principal amount of all Indebtedness issued pursuant to Section 6.01(a)(ii) shall not exceed the greater of (A) $300.0 million
(in each case exclusive of any proceeds thereof that are applied to the refinancing or repayment of the Term Loans or a Permitted
Refinancing of Indebtedness incurred under Section 6.01(a)(ii)) and (B) the amount which would cause the Consolidated Senior
Secured Leverage Ratio, calculated on a pro forma basis as of the most recent date for which financial statements have been delivered
pursuant to Section 5.01 and after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof,
to exceed 2.75 and assuming (1) in the case of any
Incremental Revolving Commitment that such Incremental Revolving Commitment is fully drawn and (2) that all Indebtedness incurred
pursuant to Section 6.01(a)(ii)(y) is secured Indebtedness (whether or not such Indebtedness is in fact so secured), to exceed
3.00 to 1.00 (it being understood and agreed that any Indebtedness incurred under this clause (B) or clause (y)
of Section 6.01(a)(ii) shall not reduce the $300.0 million limit in clause (A) above or in clause (x) of Section 6.01(a)(ii)).
The aggregate amount of all Incremental Revolving Commitments shall
not exceed $100.0 million.


 


(b)              
Each Incremental Term Loan shall be subject to the following requirements: (i) other than pricing, maturity and
amortization, the Incremental Term Loans shall have the same terms as the Initial Term Loan existing immediately prior to the effectiveness
of the amendment creating such Incremental Term Loans, (ii) such Incremental Term Loan will mature and amortize in a manner reasonably
acceptable to the Administrative Agent, the Incremental Term Lenders making such Incremental Term Loan and the Borrower, but will
not in any event have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of the Initial
Term Loan or a maturity date earlier than the Initial Term Loan Maturity Date; and (iii) in the event that the applicable
marginAll-in Yield for any tranche
of the Incremental Term Loans as determined by the Administrative Agent (inclusive of any LIBO
Rate floor, upfront fees and original issue discount (based on an assumed four-year life to maturity) payable to the applicable
Incremental Term Lenders, but excluding customary arrangement or commitment fees not shared with the Incremental Term Lenders)
is more than 50 basis points greater than the applicable marginAll-in
Yield for the Initial Term Loan as determined by the Administrative Agent (inclusive
of any LIBO Rate floor, upfront fees and original issue discount (based on an assumed four-year life to maturity) paid to the Initial
Term Lenders, but excluding customary arrangement or commitment fees not shared with the Initial Term Lenders),
then the Applicable Rate for the Initial Term Loanfor
the Initial Term Loan shall be increased to the extent necessary such that the Applicable
Rate (inclusive of such LIBO Rate floor, fees and discounts, but excluding customary arrangement or commitment fees not shared
with the Initial Term Lenders) for the Initial Term Loan All-in
Yield for the Initial Term Loan is not more than 50 basis points less than the applicable
margin (inclusive of such LIBO Rate floor, fees and discounts, but excluding customary arrangement or commitment fees not shared
with the Incremental Term Lenders)All-in Yield
for such tranche of Incremental Term Loans.


 






    	 	63	 



     

    

(c)               
Each Incremental Revolving Commitment shall be part of the Total Revolving
Commitment and all such Commitments and any Revolving Loans thereunder shall have terms and conditions that are identical to those
applicable Revolving Commitments and Revolving Loans hereunder. In connection with any Incremental Revolving Commitment, the outstanding
Revolving Loans and Commitment Percentages of Swingline Loans and LC Exposure will be reallocated by the Administrative Agent on
the applicable Increase Effective Date among the Revolving Lenders (including the Incremental Lenders providing such Incremental
Revolving Commitment) in accordance with their revised Commitment Percentages (and the Revolving Lenders (including the Incremental
Lenders providing such Incremental Revolving Commitments) agree to make all payments and adjustments necessary to effect such reallocation
and the Borrower shall pay any and all costs required pursuant to Section 2.17 in connection with such reallocation as if such
reallocation were a repayment).


 


(d)              
Each Incremental Facility and the Loans made thereunder shall be deemed to
be an Obligation and shall be secured on a pari passu basis with all other Obligations.


 


(e)               
At the time of the sending of such notice, the Borrower (in consultation with the Administrative Agent) shall
specify the date on which the Borrower proposes that any Incremental Term CommitmentFacility
shall be effective (which shall be a date no less than ten (10) Business Days from the date of delivery of such notice to the Administrative
Agent or such later date as agreed to by the Administrative Agent).
The Borrower may invite any Lender, any Affiliate or Approved Fund of any Lender and/or any other Person reasonably satisfactory
to the Administrative Agent to provide an Incremental Term CommitmentFacility.
Any Person offered or approached to provide all or a portion of any Incremental Term CommitmentFacility
may elect or decline, in its sole discretion, to provide such Incremental Term CommitmentFacility
(provided that any Person not responding prior to the proposed effective date of the applicable
Incremental Term CommitmentsFacility
shall be deemed to have declined to provide anany
portion of such Incremental Term CommitmentFacility).
Each Incremental Term Lender shall become a Lender or make its Incremental Term Commitment
to the applicable Incremental Facility available,
as the case may be, under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to
this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other Loan Documents,
executed by the Loan Parties, each Incremental Term Lender (to the extent applicable)
and the Administrative Agent (provided that, with the consent of each Incremental Term Lender,
the Administrative Agent may execute such Incremental Facility Amendment on behalf of the applicable Incremental Facility
Lenders). An Incremental Facility Amendment may, without the consent of any other Lender and notwithstanding anything in Section
9.02 to the contrary, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary
in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21 (including,
without limitation, appropriate amendments to the definitions of “Requisite Lenders,”
“Requisite Revolving Lenders,” and to Section 2.05 in order to provide the same treatment for
such Incremental Term Loans made, and Commitments
established, pursuant to such Incremental Facility as is applicable to the Initial Term Loan or
the Revolving Loans, as the case may be).


 


(f)                
(b) If any Incremental Term
Commitments are provided in accordance with this Section 2.21, the Administrative Agent and the Borrower shall determine
the effective date (the “Term Loan Commitments Increase Effective Date”)
and the final allocation of such Incremental Term Commitments. The Administrative
Agent shall promptly notify the Borrower and each applicable Lender of such Lender’s final allocation of such Incremental
Term Commitments and the Term Loan Commitments Increase Effective
Date. As a condition precedent to such Incremental Term Commitments and the related
Incremental Term Loans, the Borrower shall deliver to the Administrative Agent
such documents and opinions as the Administrative Agent may reasonably request together with,
flood hazard certifications with respect to each real property location that is subject to a Mortgage, and for any such real property
location that is in a flood zone, evidence of flood insurance (with appropriate endorsements naming the Administrative Agent as
the mortgagee and lender loss payee) and a certificate of the Borrower dated as of the Term
Loan Commitments Increase Effective Date signed by a Financial Officer of the Borrower (i) certifying and attaching
(A) the resolutions adopted by the board of directors (or equivalent governing body) of the Borrower approving or consenting to
such Incremental Term Commitments and the related Incremental
Term Loans and (B) a certificate demonstrating that, after giving pro forma effect to such Incremental
Term Loans and the use of proceeds therefrom, the Borrower would be in pro forma compliance with the Financial
Covenants as of the end of the most recently ended Fiscal Quarter for which appropriate financial information is available, and
(ii) subject, in the case of an Incremental Term Loan that is used
to finance a substantially concurrent Limited Conditionality Acquisition, to Section 1.09, certifying that, before
and after giving effect to such Incremental Term Loans, (A) the representations and warranties contained in Article III
and the other Loan Documents are true and correct in all material respects on and as of the Term Loan Commitments Increase Effective
Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are
true and correct in all material respects as of such earlier date and (B) no Default exists.


 






    	 	64	 



     

    

Section 2.22        
Extension Offers.


 


(a)               
The Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Revolving
Extension Offer”) to all the Revolving Lenders to make one or more Permitted Amendments pursuant to procedures reasonably
specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and
conditions of the requested Permitted Amendments and (ii) the date on which such Permitted Amendments are requested to become effective
(which shall not be less than 10 Business Days after the date of such notice). Any extension of a maturity date or change in the
pricing pursuant to a Permitted Amendment shall become effective only with respect to the Revolving Loans and Revolving Commitments
of the Revolving Lenders that accept the applicable Revolving Extension Offer (the “Accepting Revolving Lenders”).


 


(b)              
The Borrower and each Accepting Revolving Lender shall execute and deliver to the Administrative Agent a Revolving Extension
Agreement (which may take the form of an amendment and restatement of this Agreement so long as no modifications are made that
would otherwise be prohibited by Section 9.02 without obtaining the vote of any other Class, Subfacility or other group
of Lenders) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the
Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the
effectiveness of each Revolving Extension Agreement. The Lenders hereby irrevocably authorize the Administrative Agent to enter
into technical amendments to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the transactions
contemplated by the Permitted Amendments (including amendments to Section 2.13 hereof if deemed advisable by the Administrative
Agent, and any other amendments necessary to treat the Revolving Loans and Revolving Commitments of the Accepting Revolving Lenders
as Extended Revolving Loans and/or Extended Revolving Commitments, including, without limitation, to include appropriately the
Accepting Revolving Lenders in any determination of Requisite Lenders and Requisite Revolving Lenders, and to incorporate appropriately
any Extended Revolving Loans into the definition of Subfacility, the provisions of Article II or other similar provisions).
Notwithstanding the foregoing, no Permitted Amendment shall become effective under this Section 2.22 unless the Administrative
Agent shall have received flood hazard certifications with respect
to each real property location that is subject to a Mortgage and, for any such real property location that is in a flood zone,
evidence of (i) flood insurance (with appropriate endorsements naming the Administrative Agent as mortgagee and lender loss payee),
(ii) legal opinions, a certificate of an Authorized Officer, board resolutions and (iii)
such other corporate documents as the Administrative Agent may request, in each case in form and substance reasonably
satisfactory to the Administrative Agent.


 






    	 	65	 



     

    

(c)               
The Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Term
Loan Modification Offer”) to all the Initial Term Lenders and/or one or more Subfacilities of Incremental Term Loans
to make one or more Permitted Amendments pursuant to procedures specified by the Administrative Agent and reasonably acceptable
to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendments and (ii) the date
on which such Permitted Amendments are requested to become effective (which shall not be less than 10 Business Days after the date
of such notice). Permitted Amendments shall become effective only with respect to the Term Loans of the Lenders that accept the
applicable Term Loan Modification Offer (such Lenders, the “Accepting Term Lenders”).


 


(d)              
The Borrower and each Accepting Term Lender shall execute and deliver to the Administrative Agent a Term Loan Modification
Agreement (which may take the form of an amendment and restatement of this agreement so long as no modifications are made that
would otherwise be prohibited by Section 9.02 without obtaining the vote of any other class, Subfacility or other group
of Lenders) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the
Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the
effectiveness of each Term Loan Modification Agreement. The Lenders hereby irrevocably authorize the Administrative Agent to enter
into technical amendments to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the transactions
contemplated by the Permitted Amendments (including amendments to Section 2.13 hereof if deemed advisable by the Administrative
Agent, and any other amendments necessary to treat the Term Loans and of the Accepting Term Lenders as Extended Term Loans, including,
without limitation, to include appropriately the Accepting Term Lenders in any determination of Requisite Lenders, and to incorporate
appropriately any Extended Term Loans into the definition of Subfacility, the provisions of Article II or other similar
provisions). Notwithstanding the foregoing, no Permitted Amendment shall become effective under this Section 2.22 unless
the Administrative Agent shall have received flood hazard certifications
with respect to each real property location that is subject to a Mortgage and, for any such real property location that is in a
flood zone, evidence of (i) flood insurance (with appropriate endorsements naming the Administrative Agent as mortgagee and lender
loss payee), (ii) legal opinions, a certificate of an Authorized Officer, board resolutions and (iii)
such other corporate documents as the Administrative Agent may request, in each case in form and substance reasonably
satisfactory to the Administrative Agent.


 


(e)               
Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice
or concurrence of the Requisite Lenders, with respect to any matter contemplated by this Section 2.22 and, if the Administrative
Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower
in accordance with any instructions actually received from such Requisite Lenders and shall also be entitled to refrain from entering
into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided that
whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered
into with the Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the
foregoing, in connection with any extension of a maturity date pursuant to this Section, the respective Loan Parties shall (at
their expense) amend (and the Administrative Agent is hereby directed to amend) each Security Document that has a maturity date
prior to the then latest maturity date so that such maturity date is extended to the then latest maturity date after giving effect
to any Permitted Amendment (or such later date as may be advised by counsel to the Administrative Agent).


 






    	 	66	 



     

    

Section 2.23        
Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a
Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable
Law:


 


(a)               
Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent
with respect to this Agreement shall be restricted as set forth in the
definitions of Requisite Lenders, Requisite Revolving Lenders and Section 9.02.


 


(b)              
Reallocation of PaymentsDefaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent
for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant
to Article VIII or otherwise, and including any amounts made available to),
or received by the Administrative Agent for the account of suchfrom
a Defaulting Lender pursuant to Section 9.04),9.04,
shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment
of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata
basis of any amounts owing by such Defaulting Lender to theany
Issuing Bank and/or the Swingline Lender hereunder; third, if so determined by the Administrative
Agent or requested by to Cash Collateralize the Fronting
Exposure of the Issuing BankBanks
and/or the Swingline Lender, to be held as cash
collateral for future funding obligations of with
respect to such Defaulting Lender of any participation in any Swingline Loan or
Letter of Creditin accordance with Section 2.24;
fourth, as the Borrower may request (so long as no Default or Event of Default
exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required
by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the
Borrower, to be held in a non-interest bearing deposit account and released in order to (A)
satisfy obligations of such Defaulting Lender to fundsuch
Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement
and (B) Cash Collateralize the Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect
to future Letters of Credit and Swingline Loans issued
under this Agreement, in accordance with Section 2.24;
sixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, theany
Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by the Administrative
Agent, any Lender, theany
Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; seventh, so long as no Default or Event of Default
exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained
by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided
that if (i) such payment is a payment of the principal amount of any Revolving
Loans or funded participations in Swingline Loans or Letters of Credit in respect of which such Defaulting Lender has not fully
funded its appropriate share and (ii) such Revolving Loans or funded participations in Swingline
Loans or Letters of Credit were madeLoans were made
or related Swingline Loans or Letters of Credit were issued at a time when the conditions set forth in Section
4.02 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and funded participations
in Swingline Loans or Letters of Credit owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Revolving Loans of, or funded participations in Swingline Loans or Letters
of Credit owed to, such Defaulting Lender until such time as all
Loans and funded and unfunded participations in LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance
with the Revolving Commitments under the applicable revolving credit facility without giving effect to Section 2.23(c).
Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed
by a Defaulting Lender or to post cash collateral pursuant to this Section 2.23(b) shall be deemed paid to and redirected
by such Defaulting Lender, and each Lender irrevocably consents hereto.


 






    	 	67	 



     

    

(c)               
Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period
in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to
acquire, refinance or fund participations in Letters of Credit or Swingline Loans pursuant to Section 2.04 and
Letters of Credit pursuant to Section 2.06, the “Commitment Percentage” of each non-Defaulting
Lender shall be computed without giving effect to the Revolving Commitment of such Defaulting Lender; provided
that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender,
no Default or Event of Default exists and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or
fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (A) the Revolving
Commitment of that non-Defaulting Lender minus (B) the aggregate outstanding principal amount of the Revolving
Loans of that LenderAll or any part of such Defaulting
Lender’s participation in LC Exposure and Swingline Loans shall be reallocated among the non-Defaulting Lenders in accordance
with their respective Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment)
but only to the extent that such reallocation does not cause the aggregate Revolving Exposure of any non-Defaulting Lender to exceed
such non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.23, no reallocation hereunder shall constitute a
waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting
Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following
such reallocation.


 


(d)              
Cash Collateral for Letters of Credit. Promptly on demand by the Issuing Bank or
the Administrative Agent from time to time, the Borrower shall deliver to the Administrative Agent cash collateral in an amount
sufficient to cover all Fronting Exposure with respect to the Issuing Bank (after giving effect to Section 2.23(c))
on terms reasonably satisfactory to the Administrative Agent and the Issuing Bank (and such cash collateral shall be in Dollars).
Any such cash collateral shall be deposited in a separate account with the Administrative Agent, subject to the exclusive dominion
and control of the Administrative Agent, as collateral (solely for the benefit of the Issuing Bank) for the payment and performance
of each Defaulting Lender’s L/C Exposure. Moneys in such account shall be applied by the Administrative Agent to reimburse
the Issuing Bank immediately for each Defaulting Lender’s Commitment Percentage of any drawing under any Letter of Credit
which has not otherwise been reimbursed by the Borrower or such Defaulting Lender.If
the reallocation described in clause (c) above cannot, or can only partially, be effected, the Borrower shall, without prejudice
to any right or remedy available to it hereunder or under law, (x) first, repay Swingline Loans in an amount equal to the Swingline
Lenders’ Fronting Exposure and (y) second, Cash Collateralize the Issuing Banks’ Fronting Exposure in accordance with
the procedures set forth in Section 2.24.


 


(e)               
Prepayment of Swingline Loans. Promptly on demand by the Swingline Lender or the
Administrative Agent from time to time, the Borrower shall prepay Swingline Loans in an amount of all Fronting Exposure with respect
to the Swingline Lender (after giving effect to Section 2.23(c)).


 


(i)                
(f) Certain Fees. ForNo
Defaulting Lender shall be entitled to receive any
Commitment Fee for any period during which
suchthat
Lender is a Defaulting Lender, such Defaulting Lender (i) shall not be
entitled to receive any Commitment Fee pursuant to Section
2.10 (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been
paid to suchthat
Defaulting Lender) and (ii).


 


(ii)              
Each Defaulting Lender shall not
be entitled to receive any letter of credit commissionsparticipation
fees pursuant to Section 2.10 otherwise payable to the account of a Defaulting
Lender with respect to any Letter of Credit as to which such Defaulting Lender(b)
for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Commitment Percentage of the
stated amount of Letters of Credit for which it has not provided cash collateral
or other credit support arrangements satisfactory to the Issuing Bank, but instead, the Borrower shall pay to the non-Defaulting
Lenders the amount of such letter of credit commissions in accordance with the upward adjustments in their respective Commitment
Percentages allocable to such Letter of Credit pursuant to Section 2.23(c), with the balance of such fee,
if any, payable to the Issuing Bank for its own account on the amount of any Fronting Exposure (unless such Fronting Exposure has
been cash collateralized pursuant to Section 2.23(d)) or if no Fronting Exposure exists, retained by the
Borrower.provided Cash Collateral pursuant to Section
2.24.


 






    	 	68	 



     

    

(iii)            
With respect to any Commitment Fee or letter of credit participation fees
not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (1) pay to each non-Defaulting
Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s
participation in LC Exposure or Swingline Loans that has been reallocated to such non-Defaulting Lender pursuant to clause (c)
above, (2) pay to each applicable Issuing Bank and Swingline Lender, as applicable, the amount of any such fee otherwise payable
to such Defaulting Lender to the extent allocable to such Issuing Bank’s or Swingline Lender’s Fronting Exposure to
such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.


 


(f)                
(g) Defaulting Lender Cure. If the Borrower, the Administrative
Agent, the Swingline Lender and the Issuing BankBanks
agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative
Agent will so notify the parties hereto, whereupon as of the date specified in such notice and subject to any conditions set forth
therein (which may include arrangements with respect to any cash collateralCash
Collateral), that Lender will, to the extent applicable, purchase at
par that portion of outstanding Revolving Loans of the other Lenders
or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving
Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders
in accordance with their Commitment Percentages (without giving effect to Section 2.23(c)), whereupon such Lender will cease
to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except
to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.


 


Section 2.24        
Cash Collateral. At any time that there shall exist a Defaulting Lender, within
one Business Day following the written request of the Administrative Agent, any Issuing Bank (with a copy to the Administrative
Agent) or the Swingline Lender (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Fronting Exposure
of such Issuing Bank and/or the Swingline Lender, as applicable, with respect to such Defaulting Lender (determined after giving
effect to Section 2.23(c) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral
Amount.


 


(a)              
Grant of Security Interest. The Borrower, and to the extent provided by any
Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of each Issuing Bank and
the Swingline Lender, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the
Defaulting Lender’s obligation to fund participations in respect of LC Exposure and Swingline Loans, to be applied pursuant
to subsection (b) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim
of any Person other than the Administrative Agent, each Issuing Bank and the Swingline Lender as herein provided or that the total
amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative
Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency
(after giving effect to any Cash Collateral provided by the Defaulting Lender).


 






    	 	69	 



     

    

(b)              
Application. Notwithstanding anything to the contrary contained in this Agreement
or any other Loan Document, Cash Collateral provided under this Section 2.24 or Section 2.23 in respect of Letters of Credit and
Swingline Loans shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect
of LC Exposure and Swingline Loans (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such
obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be
provided for herein.


 


(c)               
Termination of Requirement. Cash Collateral (or the appropriate portion thereof)
provided to reduce the Fronting Exposure of any Issuing Bank and/or the Swingline Lender, as applicable, shall no longer be required
to be held as Cash Collateral pursuant to this Section 2.24 following (i) the elimination of the applicable Fronting Exposure (including
by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent,
the Issuing Banks and the Swingline Lender that there exists excess Cash Collateral; provided that, subject to Section 2.23, the
Person providing Cash Collateral, the Issuing Banks and the Swingline Lender may agree that Cash Collateral shall be held to support
future anticipated Fronting Exposure or other obligations; and provided further that to the extent that such Cash Collateral was
provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.


 


ARTICLE III



REPRESENTATIONS AND WARRANTIES


 


In order to induce the Lenders and the Administrative
Agent to enter into this Agreement and to extend credit hereunder and under the other Loan Documents, each Loan Party makes the
representations and warranties set forth in this Article III and upon the occurrence of each Credit Event thereafter:


 


Section 3.01        
Organization, etc. Each Loan Party (a) is a corporation or other form of legal entity, and each of its Subsidiaries
is a corporation, partnership or other form of legal entity, validly organized and existing and in good standing under the laws
of the jurisdiction of its incorporation or organization, as the case may be, (b) has all requisite corporate or other power and
authority to carry on its business as now conducted, (c) is duly qualified to do business and is in good standing as a foreign
corporation or foreign partnership (or comparable foreign qualification, if applicable, in the case of any other form of legal
entity), as the case may be, in each jurisdiction where the nature of its business requires such qualification, except where the
failure to so qualify will not have a Material Adverse Effect, and (d) has full power and authority and holds all requisite material
governmental licenses, permits and other approvals necessary to enter into and perform its obligations under this Agreement and
each other Loan Document to which it is a party and to own or hold under lease its Property and to conduct its business substantially
as currently conducted by it. No Loan Party nor any Subsidiary thereof
is an EEA Financial Institution.


 


Section 3.02        
Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Loan Party that is a party
hereto of this Agreement and each other Loan Document to which it is a party, the borrowing of the Loans, the use of the proceeds
thereof and the issuance of the Letters of Credit hereunder are within each Loan Party’s corporate, partnership or comparable
powers, as the case may be, have been duly authorized by all necessary corporate, partnership or comparable and, if required, stockholder
action, as the case may be, and do not:


 






    	 	70	 



     

    

(a)               
contravene the Organic Documents of any Loan Party or any of its respective Subsidiaries;


 


(b)              
contravene any material law, statute, rule or regulation binding on or affecting any Loan Party or any of its respective
Subsidiaries;


 


(c)               
except as set forth on Schedule 3.02(c), violate or result in a default or event of default or an acceleration of
any rights or benefits under any material indenture, agreement or other instrument binding upon any Loan Party or any of its respective
Subsidiaries; or


 


(d)              
result in, or require the creation or imposition of, any Lien on any material asset of any Loan Party or any of its respective
Subsidiaries, except Liens created under the Loan Documents.


 


Section 3.03        
Government Approval, Regulation, etc. Except as set forth on Schedule 3.03, no consent, authorization or approval
or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person is required
for the due execution, delivery or performance by the Borrower or any other Loan Party of this Agreement or any other Loan Document
which has been entered into, the borrowing of the Loans, or the use of the proceeds thereof and the issuance of Letters of Credit
hereunder, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens
under the Security Documents. No Loan Party or any of its respective Subsidiaries is an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.


 


Section 3.04        
Validity, etc. This Agreement has been duly executed and delivered by each Loan Party that is a party hereto and
constitutes, and each other Loan Document to which any Loan Party is to be a party will, on the due execution and delivery thereof
and assuming the due execution and delivery of this Agreement by each of the other parties hereto, constitute, the legal, valid
and binding obligation of such Loan Party enforceable in accordance with its respective terms, subject to the effect of bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally and to
general principles of equity.


 


Section 3.05        
Financial Information. (a) The consolidated balance sheets of Holdings and its Subsidiaries as of December 31, 2010,
2011 and 2012 and the related consolidated statements of earnings and cash flows of such Person and its Subsidiaries for the three
years ended December 31, 2012, copies of which have been furnished to the Administrative Agent and each Lender, have been prepared
in accordance with GAAP consistently applied, and present fairly in all material respects the consolidated financial condition
of Holdings and its Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then
ended.


 


(b)              
On the Restatement Date, except for the Obligations, as disclosed in the financial statements referred to above or the notes
thereto or on Schedule 3.05(b) hereto, neither the Loan Parties nor any of their Subsidiaries has any Indebtedness, material
contingent liabilities, long-term commitments or unrealized losses.


 


Section 3.06        
No Material Adverse Effect. Since December 31, 2012, no event or circumstance has occurred that has had, or could
reasonably be expected to have, a Material Adverse Effect.


 


Section 3.07        
Litigation. Except as set forth on Schedule 3.07, there is no pending or, to the knowledge of any Loan Party,
threatened litigation, action or proceeding affecting any Loan Party or any of their respective Subsidiaries’ operations,
properties, businesses, assets or prospects, or the ability of the parties to consummate the transactions contemplated hereby,
which would have a Material Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement,
any other Loan Document or the other transactions contemplated hereby.


 






    	 	71	 



     

    

Section 3.08        
Compliance with Laws and Agreements. Except as set forth on Schedule 3.08, none of the Loan Parties has violated,
is in violation of or has been given written notice of any violation of any Applicable Law (other than Environmental Laws, which
are the subject of Section 3.13), regulation or order of any Governmental Authority applicable to it or its property or
any indenture, agreement or other instrument binding upon it or its property, except for any violations which do not have a Material
Adverse Effect. No Default has occurred and is continuing.


 


Section 3.09        
Subsidiaries. Schedule 3.09 sets forth the name of, type of entity, and the direct or indirect ownership interest
or other investment of Holdings and its Subsidiaries (including the legal structure) and identifies each Subsidiary of Holdings
that is a Loan Party, in each case as of the date of this Agreement.


 


Section 3.10        
Ownership of Properties. (a) Each Loan Party and its Subsidiaries has good and marketable title to (or other similar
title in jurisdictions outside the United States), or valid leasehold interests in, or easements or other limited property interests
in, or is licensed to use, all its material properties and assets (including all Mortgaged Properties), except where the failure
to have such title in the aggregate could not reasonably be expected to have a Material Adverse Effect. All Mortgaged Properties
are free and clear of Liens, except for Prior Liens and all of such other properties are free and clear of Liens, other than Permitted
Liens.


 


(b)              
As of the date of this Agreement, Schedule 3.10(b) contains and will contain a true and complete list of each parcel
of Real Property (i) owned by any Loan Party as of the date of this Agreement and describes the type of interest therein held by
such Loan Party and (ii) leased, subleased or otherwise occupied or utilized by any Loan Party, as lessee, as of the date of this
Agreement and describes the type of interest therein held by such Loan Party and whether such lease, sublease or other instrument
requires the consent of the landlord thereunder or other parties thereto to the transactions contemplated hereby.


 


(c)               
Each of Holdings and its Subsidiaries has complied with all obligations under all leases to which it is a party, except
where the failure to comply would not have a Material Adverse Effect, and all such leases are in full force and effect, except
leases in respect of which the failure to be in full force and effect could not reasonably be expected to have a Material Adverse
Effect. Each of Holdings and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases
in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually
or in the aggregate, have a Material Adverse Effect.


 


(d)              
Each of Holdings and each of its Subsidiaries owns, possesses, is licensed or otherwise has the right to use, or could obtain
ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights,
licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the
rights of others, except where such conflicts could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 


(e)               
As of the date of this Agreement, neither Holdings nor any of its Subsidiaries has received any written notice of, or has
any knowledge of, any pending or contemplated condemnation proceeding affecting any of the Mortgaged Properties or any sale or
disposition thereof in lieu of condemnation that remains unresolved as of the Restatement Date.


 






    	 	72	 



     

    

(f)               
Neither Holdings nor any of its Subsidiaries is obligated on the Restatement Date under any right of first refusal, option
or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.


 


(g)               
As of the date of this Agreement, no Loan Party or any of its Subsidiaries has received any notice of, nor has any knowledge
of, the occurrence or pendency or contemplation of any Taking or Destruction affecting all or any portion of its property. No Mortgage
encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development
as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available
under such Act has been obtained in accordance with Section 5.04.


 


Section 3.11        
Taxes. As of the date of this Agreement, each Loan Party and each Subsidiary has filed all federal, foreign and all
other material income tax returns and reports required by Applicable Law to have been filed by it and has paid all material taxes
and governmental charges due, except any such taxes or charges which are being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; provided that,
in the case of any taxes that are being contested, any such contest of taxes or charges with respect to Collateral shall satisfy
the Contested Collateral Lien Conditions.


 


Section 3.12        
Pension and Welfare Plans. No ERISA Event has occurred or is reasonably expected to occur which could reasonably
be expected to have a Material Adverse Effect or give rise to a Lien (other than a Permitted Lien) on the assets of Holdings or
any of its Subsidiaries. Each Loan Party and each of their ERISA Affiliates are in compliance in all respects with the presently
applicable provisions of ERISA and the Code with respect to each Plan except for failures to so comply which could not reasonably
be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.12, no condition exists or event or transaction
has occurred with respect to any Plan which reasonably might result in the incurrence by any Loan Party or any ERISA Affiliate
of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. No Loan Party or Subsidiary
has any contingent liability with respect to post-retirement benefits provided under a Welfare Plan, other than (i) liability for
continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and (ii) liabilities that, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.


 


Except as could not reasonably be expected to
have a Material Adverse Effect, (a) each Foreign Plan has been maintained in compliance with its terms and with the requirements
of any and all Applicable Laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing
with applicable regulatory authorities, and (b) no Loan Party or Subsidiary has incurred any obligation in connection with the
termination of or withdrawal from any Foreign Plan.


 


Section 3.13        
Environmental Warranties. (a) Except as set forth on Schedule 3.13(a), all facilities and property owned,
leased or operated by Holdings or any of its Subsidiaries, and all operations conducted thereon, are in compliance with all Environmental
Laws, except for such noncompliance that, individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.


 


(b)              
Except as set forth on Schedule 3.13(b), there are no pending or threatened (in writing):


 


(i)                
Environmental Claims received by Holdings or any of its Subsidiaries, or


 


(ii)              
 written claims, complaints, notices or inquiries received by Holdings or any of its Subsidiaries regarding Environmental
Liability,


 






    	 	73	 



     

    

in each case which, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.


 


(c)               
Except as set forth on Schedule 3.13(c), there have been no Releases of Hazardous Materials at, on, under or from
any property now or, to any Loan Party’s knowledge, previously owned, leased or operated by Holdings or any of its Subsidiaries
that, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.


 


(d)              
Holdings and its Subsidiaries have been issued and are in compliance with all Environmental Permits necessary for their
operations, facilities and businesses and each is in full force and effect, except for such Environmental Permits which, if not
so obtained or as to which Holdings and its Subsidiaries are not in compliance, or are not in effect, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.


 


(e)               
Except as set forth on Schedule 3.13(e), as of the date of this Agreement, no property now or, to any Loan Party’s
knowledge, previously owned, leased or operated by Holdings or any of its Subsidiaries is listed or proposed (with respect to owned
property only) for listing on the CERCLIS or on any similar state list of sites requiring investigation or clean-up, or on the
National Priorities List pursuant to CERCLA.


 


(f)               
There are no underground storage tanks, active or abandoned, including petroleum storage tanks, surface impoundments or
disposal areas, on or under any property now or, to any Loan Party’s knowledge, previously owned or leased by Holdings or
any of its Subsidiaries which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


(g)               
As of the date of this Agreement, neither Holdings nor any of its Subsidiaries has transported or arranged for the transportation
of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA,
on the CERCLIS or on any similar state list or which is the subject of federal, state or local enforcement actions or other investigations
which would reasonably be expected to lead to any Environmental Claim against Holdings or any of its Subsidiaries.


 


(h)              
As of the date of this Agreement, no Liens have been recorded pursuant to any Environmental Law with respect to any property
or other assets currently owned or leased by Holdings or any of its Subsidiaries.


 


(i)                
Neither Holdings nor any of its Subsidiaries is currently conducting any Remedial Action pursuant to any Environmental Law,
nor has Holdings or any of its Subsidiaries assumed by contract, agreement or operation of law any obligation under Environmental
Law, the cost of which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


(j)                
There are no polychlorinated biphenyls or friable asbestos present at any property owned, leased or operated by Holdings
or any of its Subsidiaries, which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


Section 3.14        
Regulations U and X. The Loans, the use of the proceeds thereof, this Agreement and the transactions contemplated
hereby will not result in a violation of or be inconsistent with any provision of Regulation U or Regulation X.


 


Section 3.15        
Disclosure; Accuracy of Information; Pro Forma Balance Sheets and Projected Financial Statements. (a) The Loan Parties
have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which they and their Subsidiaries
are subject, and all other matters known to any of them that, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect. Neither this Agreement nor any other document, certificate or statement furnished to the Administrative
Agent or any Lender by or on behalf of any Loan Party in connection herewith contains any untrue statement of a material fact or
omits to state any material fact necessary in order to make the statements contained herein and therein not misleading, in light
of the circumstances under which they were made; provided that to the extent this or any such document, certificate or statement
was based upon or constitutes a forecast, estimate or projection, the Loan Parties represent only that such forecast, estimate
or projection was made in good faith by the Loan Parties and was prepared using reasonable assumptions and estimates.


 






    	 	74	 



     

    

(b)              
The pro forma consolidated income statement projections for Holdings and its Subsidiaries on a combined basis, pro forma
consolidated balance sheet projections for Holdings and its Subsidiaries on a combined basis and pro forma consolidated cash flow
projections for Holdings and its Subsidiaries on a combined basis for the Fiscal Years ending 2013 through 2018, inclusive, which
have been prepared on an annual basis (the “Projected Financial Statements”), give appropriate effect to the
all Indebtedness and Liens incurred or created in connection with the transactions contemplated hereby. The assumptions made in
preparing the Projected Financial Statements are believed by each Loan Party to be reasonable as of the date of such projections
and as of the Restatement Date and all material assumptions with respect to the Projected Financial Statements are set forth therein.
The Projected Financial Statements present a good faith estimate of the consolidated financial information contained therein at
the date thereof based upon estimates or assumptions believed by each Loan Party to be reasonable, it being recognized by the Administrative
Agent and the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results
during the period or periods covered by the projections probably will differ from the projected results and that the difference
may be material.


 


Section 3.16        
Insurance. As of the date of this Agreement, set forth on Schedule 3.16 is a summary of all insurance policies
maintained by Holdings and its Subsidiaries (a) with respect to properties material to the businesses of Holdings and its Subsidiaries
against such casualties and contingencies and of such types and in such amounts as are customary in the case of similar businesses
operating in the same or similar locations, and (b) required to be maintained pursuant to the Security Documents. All such insurance
policies are maintained with financially sound and responsible insurance companies.


 


Section 3.17        
Labor Matters. Except as could not reasonably be expected to have a Material Adverse Effect, (a) there are no strikes,
lockouts or slowdowns against Holdings or any of its Subsidiaries pending or, to the knowledge of any Loan Party, threatened; (b)
the hours worked by and payments made to employees of Holdings or any of its Subsidiaries have not been in violation of the Fair
Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters; and (c) all payments
due from Holdings or any of its Subsidiaries, or for which any claim may be made against Holdings or any of its Subsidiaries, on
account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the
books of Holdings or such Subsidiary.


 


Section 3.18        
Solvency. As of the Restatement Date and immediately after giving effect to each Credit Event, the Loan Parties and
their respective Subsidiaries will be Solvent, on a consolidated basis.


 


Section 3.19        
Securities. The Equity Interests of Holdings and each of its Subsidiaries have been duly authorized, issued and delivered
and are fully paid, nonassessable and were not issued in violation of any preemptive rights. Except as set forth in Schedule
3.19, the Equity Interests of each Subsidiary held, directly or indirectly, by any Loan Party are owned, directly or indirectly,
by such Loan Party free and clear of all Liens (other than Permitted Liens). Except as set forth in Schedule 3.19, there
are not, as of the date of this Agreement, any options, warrants, calls, subscriptions, convertible or exchangeable securities,
rights, agreements, commitments or arrangements for any Person to acquire any Equity Interests of Holdings and each of its Subsidiaries
or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any such Equity Interests.


 






    	 	75	 



     

    

Section 3.20        
Security Documents. (a) The Collateral Agreement is effective to create in favor of the Administrative Agent for
its benefit and the benefit of the Secured Parties, legal, valid and enforceable security interests in the Securities Collateral
and, when such Securities Collateral is delivered to the Administrative Agent together with stock powers or endorsements in blank,
the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the pledgor
thereunder in such Securities Collateral.


 


(b)              
The Collateral Agreement is effective to create in favor of the Administrative Agent, for its benefit and the benefit of
the Secured Parties, legal, valid and enforceable security interests in the Collateral described therein to the extent such Collateral
is not excluded from the coverage of Article 9 of the UCC and (ii) when (x) financing statements in appropriate form are filed
in the applicable filing offices to perfect such security interests (to the extent such security interests can be perfected by
filing) and (y) upon the taking of possession or control by the Administrative Agent of any such Collateral in which a security
interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent
to the extent possession or control by the Administrative Agent is required by the Collateral Agreement), the Administrative Agent
shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such
Collateral (other than the Intellectual Property (as defined in the Collateral Agreement)) to the extent such Lien and security
interest can be perfected by the filing of a financing statement pursuant to the UCC or by possession or control by the Administrative
Agent, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.


 


(c)               
The Administrative Agent has a fully perfected Lien on, and security interest in, all right, title and interest of the Loan
Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by
filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and
Trademark Office or the United States Copyright Office, as applicable (it being understood that subsequent recordings in the United
States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks,
trademark applications and copyrights acquired by the Loan Parties after the Restatement Date), in each case prior and superior
in right to any other Person other than with respect to Permitted Liens.


 


(d)              
Each Mortgage executed and delivered on or prior to the Restatement Date is, or, to the extent any Mortgage is duly executed
and delivered thereafter by Holdings or any of its Subsidiaries, will be, effective to create in favor of the Administrative Agent,
for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable Lien on and security interest in all of
the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and the
Mortgages filed in the offices specified on Schedule 3.20(d) on or prior to the Restatement Date constitute a Lien on, and
security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof,
in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Prior
Liens.


 


Section 3.21        
Anti -Terrorism Laws. No Loan Party nor any
of their respective Subsidiaries or, to the knowledge of any of the Loan Parties, any of their
Affiliates is in violation of any Applicable Laws relating to terrorism or money laundering (“Anti-Terrorism
Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive
Order”), and the Act.Anti-Corruption
Laws; Anti-Money Laundering Laws and Sanctions. 


 






    	 	76	 



     

    

(a)              
None of (i) Holdings, the Borrower, any
of their respective Subsidiaries, any of their respective
directors, officers, or, to the knowledge of Holdings,
the Borrower or such Subsidiary, any of their respective employees or Affiliates, or (ii) to the knowledge of the Borrower, any
agent or representative of Holdings, the Borrower or any of their respective Subsidiaries that will act in any capacity in connection
with or benefit from the credit facilities established hereunder, (A) is a Sanctioned Person or currently the subject or target
of any Sanctions, (B) is controlled by or is acting on behalf of a Sanctioned Person, (C) has its assets located in a Sanctioned
Country, (D) is under administrative, civil or criminal investigation for an alleged violation of, or received notice from or made
a voluntary disclosure to any governmental entity regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering
Laws or Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws,
or (E) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.


 


(b)              
No Loan Party or Subsidiary of any Loan Party or, to the knowledge of any of the Loan Parties,
any of their Affiliates or their respective brokers or other agents acting or benefiting in any capacity in connection with the
Loans is any of the following:Each of Holdings, the
Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance
by Holdings, the Borrower and their respective Subsidiaries and their respective directors, officers, employees, agents and Affiliates
with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.


 


(i)       a
Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;


 


(ii)       a
Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or
is otherwise subject to the provisions of, the Executive Order;


 


(iii)       a
Person or entity with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism
Law;


 


(iv)       a
Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive
Order; or


 


(v)       a
Person or entity that is named as a “specially designated national and blocked person” on the most current list published
by the U.S. Treasury Department Office of Foreign Assets Control at its official website or any replacement website or other replacement
official publication of such list.


 


(c)               
No Loan Party or Subsidiary of any Loan Party or, to the knowledge of any Loan Party, any
of their Affiliates or their respective brokers or other agents acting in any capacity in connection with the Loans (i) conducts
any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person
described in clause (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in
property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism
Law.Each of Holdings, the Borrower and their respective
Subsidiaries, each director, officer, and to the knowledge of the Borrower, employee, agent and Affiliate of Holdings, the Borrower
and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and
applicable Sanctions.


 






    	 	77	 



     

    

(d)              
No proceeds of any Loans or Letters of Credit have been used, directly or
indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents
in violation of Section 5.13(c).


 


ARTICLE IV



CONDITIONS


 


Section 4.01        
Conditions to Closing and Initial Extensions of Credit. The obligation of the Lenders to close this Agreement and
to make the initial Loans or issue or participate in the initial Letter of Credit, if any, is subject to the satisfaction of each
of the following conditions:


 


(a)               
Executed Loan Documents. This Agreement, a Note in favor of each Lender requesting a Note, the Security Documents
and the Guaranty Agreements, together with any other applicable Loan Documents, shall have been duly authorized, executed and delivered
to the Administrative Agent by the parties thereto and shall be in full force and effect, and no Default or Event of Default shall
exist hereunder or thereunder.


 


(b)              
Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance
reasonably satisfactory to the Administrative Agent:


 


(i)                
Officer’s Certificate. A certificate from an Authorized Officer of Holdings and the Borrower to the effect
that (A) all representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true,
correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality
or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in
all respects); (B) after giving effect to the transactions contemplated hereby to occur on the Restatement Date, no Default or
Event of Default has occurred and is continuing; (C) since December 31, 2012, no event has occurred or condition arisen, either
individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect; and (D) each
of the Loan Parties, as applicable, has satisfied each of the conditions to be performed by it set forth in Section 4.01
and Section 4.02.


 


(ii)              
Certificate of Secretary of each Loan Party. A certificate of an Authorized Officer of each Loan Party certifying
as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is
a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation
or formation (or equivalent), as applicable, of such Loan Party and all amendments thereto, certified by the appropriate Governmental
Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other
governing document of such Loan Party as in effect on the Restatement Date, (C) resolutions duly adopted by the board of directors
(or other governing body) of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution,
delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required
to be delivered pursuant to Section 4.01(b)(iii).


 


(iii)            
Certificates of Good Standing. Certificates as of a recent date of the good standing of each Loan Party under the
laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, and, to the extent requested
by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do business.


 






    	 	78	 



     

    

(iv)            
Opinions of Counsel. Opinions of counsel to the Loan Parties addressed to the Administrative Agent and the Lenders
with respect to the Loan Parties, the Loan Documents and such other matters as the Administrative Agent shall reasonably request
(which such opinions shall expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders).


 


(c)               
Personal Property Collateral.


 


(i)                
Filings and Recordings. The Administrative Agent shall have received all filings and recordations that are necessary
to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative
Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations
such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).


 


(ii)              
Pledged Collateral. The Administrative Agent shall have received (A) original stock certificates or other certificates
evidencing the certificated Equity Interests pledged pursuant to the Security Documents, together with an undated stock power for
each such certificate duly executed in blank by the registered owner thereof and (B) each original promissory note pledged pursuant
to the Security Documents together with an undated allonge for each such promissory note duly executed in blank by the holder thereof.


 


(iii)            
Lien Search. The Administrative Agent shall have received the results of a Lien search (including a search as to
judgments, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against
the Loan Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings
or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of such
Loan Party, indicating among other things that the assets of each such Loan Party are free and clear of any Lien (except for Permitted
Liens).


 


(iv)            
Property and Liability Insurance. The Administrative Agent shall have received, in each case in form and substance
reasonably satisfactory to the Administrative Agent, evidence of property, business interruption and liability insurance covering
each Loan Party, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements
naming the Administrative Agent as lender’s loss payee (and mortgagee, as applicable) on all policies for property hazard
insurance and as additional insured on all policies for liability insurance), and if requested by the Administrative Agent, copies
of such insurance policies.


 


(d)              
Consents; Defaults.


 


(i)                
Governmental and Third Party Approvals. The Loan Parties shall have received all material governmental, shareholder
and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of
the Administrative Agent) in connection with the transactions contemplated by this Agreement and the other Loan Documents and all
applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to
restrain, prevent or impose any material adverse conditions on any of the Loan Parties or such other transactions or that could
seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative
Agent could reasonably be expected to have such effect.


 






    	 	79	 



     

    

(ii)              
No Injunction, Etc. No action, proceeding or investigation shall have been instituted, threatened or proposed before
any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related
to or arises out of this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby,
or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated
by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby.


 


(e)               
Financial Matters.


 


(i)                
Financial Projections. The Administrative Agent shall have received projections prepared by management of Holdings
of balance sheets, income statements and cash flow statements on an annual basis for each year during the Revolving Commitment
Period, which shall not be inconsistent in any material respect with any financial information or projections previously delivered
to the Administrative Agent.


 


(ii)              
Financial Condition/Solvency Certificate. The Borrower shall have delivered to the Administrative Agent a certificate,
in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer
of the Borrower, that (A) after giving effect to the transactions contemplated hereby to occur on the Restatement Date, each Loan
Party and each Subsidiary thereof is each Solvent, (B) attached thereto are calculations evidencing compliance on a pro forma basis
after giving effect to the Transactions with the Financial Covenants, and (C) the financial projections previously delivered to
the Administrative Agent represent the good faith estimates (utilizing reasonable assumptions) of the financial condition and operations
of Holdings and its Subsidiaries.


 


(iii)            
Payment at Closing. The Borrower shall have paid or made arrangements to pay contemporaneously with closing (A) to
the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 2.10 and any other accrued
and unpaid fees or commissions due hereunder (including, without limitation, all fees payable on the Restatement Date in accordance
with the Engagement Letter and the Administrative Agent Fee Letter), (B) all reasonable fees, charges and disbursements of counsel
to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid
prior to or on the Restatement Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its
reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided
that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)
and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including
all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the
Loan Documents.


 


(f)               
Miscellaneous.


 


(i)                
Notice of Account Designation. The Administrative Agent shall have received a Notice of Account Designation specifying
the account or accounts to which the proceeds of any Loans made on or after the Restatement Date are to be disbursed.


 


(ii)              
Rating of the Initial Term Loan and Borrower. The Borrower shall have received a recent confirmatory corporate family
rating from Moody’s and a confirmatory corporate rating from S&P and a rating with respect to the Initial Term Loan from
each of Moody’s and S&P.


 






    	 	80	 



     

    

(iii)            
PATRIOT Act, etc. Holdings, the Borrower and each of the other Loan Parties shall have provided to the Administrative
Agent and the Lenders the documentation and other information requested by the Administrative Agent in order to comply with requirements
of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations.


 


(iv)            
Other Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions
contemplated by this Agreement shall be satisfactory in form and substance to the Administrative Agent. The Administrative Agent
shall have received copies of all other documents, certificates and instruments reasonably requested thereby, with respect to the
transactions contemplated by this Agreement.


 


Without limiting the generality of the provisions of the last paragraph
of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Administrative
Agent and each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender
unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Date specifying its
objection thereto. Each Existing Lender party hereto waives any loss or expense incurred by such Existing Lender under Section
2.17 of the Existing Credit Agreement arising from the refinancing of any Eurodollar Loans outstanding under the Existing Credit
Agreement prior to the end of the applicable Interest Period for such Eurodollar Loans.


 


Section 4.02        
Conditions to Each Credit Event. TheSubjection
to Section 1.09, the agreement of each Lender (including any Person with an Incremental Term Commitment) to make
any Loan and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit (such event being called a “Credit
Event”) (excluding, except for purposes of subsection (b) below only) continuations and conversions of Loans) requested
to be made by it on any date is subject to the satisfaction of the following conditions:


 


(a)               
The Administrative Agent shall have received a notice of such Credit Event as required by Section 2.02, 2.04
or 2.06, as applicable.


 


(b)              
The representations and warranties made by each Loan Party set forth in Article III hereof and in the other Loan
Documents shall be true and correct in all material respects (or if qualified by materiality or reference to Material Adverse Effect,
in all respects) with the same effect as if then made (unless expressly stated to relate to an earlier date, in which case such
representations and warranties shall be true and correct as of such earlier date).


 


(c)               
At the time of and immediately after such Credit Event, no Default shall have occurred and be continuing or would result
therefrom.


 


(d)              
The Administrative Agent shall have received a Borrowing Request or Notice of Conversion/Continuation, as applicable, from
the Borrower in accordance with Section 2.02 or Section 2.03, as applicable.


 


Each Credit Event shall be deemed to constitute a representation
and warranty by the Borrower on the date of such Credit Event, as to the matters specified in paragraphs (b) and (c) of this Section
4.02.


 






    	 	81	 



     

    

ARTICLE V



AFFIRMATIVE COVENANTS


 


Each Loan Party hereby covenants and agrees
with the Lenders that on or after the Restatement Date and until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees and other amounts payable hereunder or under any other Loan Document have been paid in full
and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed:


 


Section 5.01        
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender
and the Administrative Agent copies of the following financial statements, reports, notices and information:


 


(a)               
as soon as available and in any event within 45 days (or such shorter period for the filing of Holdings’ Form 10-Q
as may be required by the SEC) after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings, commencing
with the Fiscal Quarter ending March 31, 2014,2017,
a consolidated balance sheet of Holdings as of the end of such Fiscal Quarter and consolidated statements of earnings and cash
flow of Holdings for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the
end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by a Financial Officer of the Borrower;


 


(b)              
as soon as available and in any event within 90 days (or such shorter period as may be required for the filing of Holdings’
Form 10-K by the SEC) after the end of each Fiscal Year of Holdings, commencing with the Fiscal Year ending December 31, 2013,2016,
a copy of the annual audit report for such Fiscal Year for Holdings on a consolidated basis, including therein a consolidated balance
sheet of Holdings as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Holdings for such
Fiscal Year, in each case certified (without any Impermissible Qualification) by Ernst & Young LLP or other independent public
accountants reasonably acceptable to the Administrative Agent, together with a certificate from a Financial Officer of the Borrower
(a “Compliance Certificate”) containing a computation in reasonable detail of, and showing compliance with,
each of the financial ratios and restrictions contained in the Financial Covenants and a computation of Available Cash, Cumulative
Available Cash and the amount of Subject Payments made and to the effect that, in making the examination necessary for the signing
of such certificate, such Financial Officers have not become aware of any Default that has occurred and is continuing, or, if such
Financial Officers have become aware of such Default, describing such Default and the steps, if any, being taken to cure it, and
concurrently with the delivery of the foregoing financial statements, a certificate of the accounting firm that reported on such
financial statements stating whether they obtained knowledge during the course of their examination of such financial statements
of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); and additionally consolidating
financial information corresponding to the audited financial statements required above shall concurrently be provided;


 


(c)               
as soon as available and in any event within 45 days (or such shorter period as may be required for the filing of Holdings’
Form 10-Q by the SEC) after the end of each Fiscal Quarter referred
to in clause (a) of this Section, a Compliance Certificate containing a computation in reasonable detail of, and
showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and a computation of
Available Cash, Cumulative Available Cash and the amount of Subject Payments made and to the effect that, in making the examination
necessary for the signing of such certificate, such Financial Officers have not become aware of any Default that has occurred and
is continuing, or, if such Financial Officers have become aware of such Default, describing such Default and the steps, if any,
being taken to cure it;


 






    	 	82	 



     

    

(d)              
no later than 10 days prior to the commencement of each Fiscal Year of Holdings beginning with the 20142017
Fiscal Year, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected combined balance sheet
and related statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year
and a narrative description from a Financial Officer describing such consolidated budget, in form satisfactory to the Administrative
Agent) and the succeeding Fiscal Years through the Fiscal Year ending on or immediately after the Initial Term Loan Maturity Date
(including a projected combined balance sheet and related statements of projected operations and cash flow as of the end of and
for each Fiscal Quarter during such Fiscal Year) and, promptly when available, any significant revisions of such budgets;


 


(e)               
promptly upon receipt thereof, copies of all reports submitted to Holdings or any of its Subsidiaries by independent certified
public accountants in connection with each annual, interim or special audit of the books of Holdings or any of its Subsidiaries
made by such accountants, including any management letters submitted by such accountants to management in connection with their
annual audit, in each case, to the extent such accountants have consented thereto;


 


(f)               
as soon as possible and in any event within three Business Days after becoming aware of the occurrence of any Default, a
statement of a Financial Officer of the Borrower setting forth details of such Default and the action which the Borrower has taken
and proposes to take with respect thereto;


 


(g)               
as soon as possible and in any event within five Business Days after (i) the occurrence of any adverse development with
respect to any litigation, action or proceeding that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding that could reasonably be expected to have
a Material Adverse Effect or that purports to affect the legality, validity or enforceability of this Agreement or any other Loan
Document or the transactions contemplated hereby or thereby, notice thereof and copies of all documentation relating thereto;


 


(h)              
promptly after the sending or filing thereof, copies of all reports which Holdings sends to any of its security holders,
and all reports, registration statements (other than on Form S-8 or any successor form) or other materials (including affidavits
with respect to reports) which Holdings or any of its Subsidiaries or any of its officers files with the SEC or any national securities
exchange;


 


(i)                
promptly upon becoming aware of the taking of any specific actions by the Loan Parties, their Subsidiaries or any other
Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without
the Loan Parties, their Subsidiaries or any ERISA Affiliate having to provide more than $1.0 million in addition to the normal
contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of
an ERISA Event which could result in a Lien on the assets of any Loan Party or any of their respective Subsidiaries or in the incurrence
by any Loan Party or any of their respective Subsidiaries of any liability, fine or penalty which could reasonably be expected
to have a Material Adverse Effect, or any increase in the contingent liability of any Loan Party or any of their respective Subsidiaries
with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which could reasonably be
expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto;


 


(j)                
upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form
5500 Series) filed by any Loan Party or any of their respective Subsidiaries or ERISA Affiliates with the IRS with respect to each
Pension Plan; (ii) the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party
or any of their respective Subsidiaries or ERISA Affiliates from a Multiemployer Plan sponsor or any governmental agency concerning
an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent
shall reasonably request;


 






    	 	83	 



     

    

(k)              
as soon as possible, notice of any other development that could reasonably be expected to have a Material Adverse Effect;


 


(l)                
simultaneously with the delivery of financial statements pursuant to Sections 5.01(a) and (b), certifications
by the chief executive officer and the chief financial officer or others under the Exchange Act, the Sarbanes-Oxley Act of 2002,
as amended, and/or the rules and regulations of the SEC, without any exceptions or qualifications; and


 


(m)            
such other information respecting the condition or operations, financial or otherwise, of any Loan Party or any of their
respective Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request (including,
without limitation any information and documentation required by bank regulatory authorities under applicable “Know Your
Customer” rules and regulations and the Act).


 


Documents
required to be delivered pursuant to Section 5.01(a) or (b) or Section 5.01(h) (to the extent any such documents are included in
materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered
on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet
at the website address listed in Section 9.01; or (ii) on which such documents are posted on the Borrower’s behalf on an
Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents
to the Administrative Agent or any Lender that requests in writing that the Borrower deliver such paper copies until such time
as a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower
shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and
provide to the Administrative Agent by electronic mail electronic versions of such documents. Notwithstanding anything contained
herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Sections
5.01(b) and 5.01(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no
obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.


 


The
Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the
Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on the Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e.,
Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public
Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower
Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” shall appear prominently on the first
page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative
Agent, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public
information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United
States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information,
they shall be treated as set forth in Section 9.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be
made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and
the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only
for posting on a portion of the Platform not designated “Public Investor.”


 






    	 	84	 



     

    

Section 5.02        
Compliance with Laws, etc. The Loan Parties will, and will cause each of their Subsidiaries to, comply in all respects
with all Applicable Laws, rules, regulations and orders, except where such noncompliance, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect, such compliance to include, subject to the foregoing (without limitation):


 


(a)               
the maintenance and preservation of their existence and their qualification as a foreign corporation, limited liability
company or partnership (or comparable foreign qualification, if applicable, in the case of any other form of legal entity), and


 


(b)              
the payment, before the same become delinquent, of all taxes, assessments and governmental charges imposed upon them or
upon their property except as provided in Section 5.14.


 


Section 5.03        
Maintenance of Properties. Holdings and each of its Subsidiaries will maintain, preserve, protect and keep its material
properties and material assets in good repair, working order and condition, and make necessary and proper repairs, renewals and
replacements so that its business carried on in connection therewith may be properly conducted at all times; provided that
nothing in this Section 5.03 shall prevent Holdings or any such Subsidiary from discontinuing the operation and maintenance
of any of its properties if such discontinuance is, in the reasonable commercial judgment of such Person, desirable in the conduct
of its business and does not in the aggregate have a Material Adverse Effect.


 


Section 5.04        
Insurance. Holdings and each of its Subsidiaries will maintain or cause to be maintained with financially sound and
responsible insurance companies (a) insurance with respect to their properties material to the business of Holdings and its Subsidiaries
against such casualties and contingencies and of such types and in such amounts with such deductibles as is customary in the case
of similar businesses operating in the same or similar locations (including, without limitation, (i) physical hazard insurance
on an “all risk” basis, (ii) commercial general liability against claims for bodily injury, death or property damage
covering any and all claims, (iii) explosion insurance in respect of any boilers, machinery or similar apparatus constituting Collateral,
(iv) business interruption insurance, (v) worker’s compensation insurance as may be required by any Applicable Law, (vi)
with respect to each Mortgaged Property, flood insurance in such amount as the Administrative Agent may from time to time require,
if at any time the area in which any improvements located on any Mortgaged Property is designated a “flood hazard area”
in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency) and otherwise comply
with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time
and (vii) such other insurance against risks as the Administrative Agent may from time to time require) and (b) all insurance required
to be maintained pursuant to the Security Documents, and will, upon request of the Administrative Agent, furnish to each Lender
at reasonable intervals a certificate of an Authorized Officer of the Borrower setting forth the nature and extent of all insurance
maintained by Holdings and its Subsidiaries in accordance with this Section. Each such insurance policy shall provide that (i)
it may not be cancelled or otherwise terminated without at least thirty (30) days’ (or, in the case of non-payment of premium,
ten (10) days’) prior written notice to the Administrative Agent (and to the extent any such policy is cancelled, modified
or renewed, the Borrower shall deliver a copy of the renewal or replacement policy (or other evidence thereof) to the Administrative
Agent, or insurance certificate with respect thereto, together with evidence satisfactory to the Administrative Agent of the payment
of the premium therefor); (ii) the Administrative Agent is permitted to pay any premium therefor within ten (10) days after receipt
of any notice stating that such premium has not been paid when due; (iii) all losses thereunder shall be payable notwithstanding
any act or negligence of Holdings or any of its Subsidiaries or its agents or employees which otherwise might have resulted in
a forfeiture of all or a part of such insurance payments; (iv) to the extent such insurance policy constitutes property insurance,
all losses payable thereunder in an amount in excess of $1.0 million shall be payable to the Administrative Agent, as an additional
insured and as lender loss payee, pursuant to a standard non-contributory New York mortgagee endorsement and shall be in an amount
at least sufficient to prevent coinsurance liability; provided that the Administrative Agent, as lender loss payee pursuant
to the foregoing, shall not agree to the adjustment of any claim without the consent of the Borrower (such consent not to be unreasonably
withheld or delayed); and (v) with respect to liability insurance, the Administrative Agent shall be named as an additional insured.
Notwithstanding the inclusion in each insurance policy of the provision described in clause (ii) of the immediately preceding sentence,
in the event Holdings or any of its Subsidiaries gives the Administrative Agent written notice that it does not intend to pay any
premium relating to any insurance policy when due, the Administrative Agent shall not exercise its right to pay such premium so
long as such Person delivers to the Administrative Agent a replacement insurance policy or insurance certificate evidencing that
such replacement policy or certificate provides the same insurance coverage required under this Section 5.04 as the policy
being replaced by such Person with no lapse in such coverage.


 






    	 	85	 



     

    

Section 5.05        
Books and Records; Visitation Rights. Holdings and each of its Subsidiaries will keep books and records which accurately
reflect its business affairs in all material respects and material transactions and permit the Administrative Agent or its representatives,
at reasonable times and intervals and upon reasonable notice, to visit all of its offices, to discuss its financial matters with
its officers and independent public accountants and, upon the reasonable request of the Administrative Agent or a Lender, to examine
(and, at the expense of the Borrower, photocopy extracts from) any of its books or other corporate or partnership records.


 


Section 5.06        
Environmental Covenant. Each of the Loan Parties will and will cause each of its Subsidiaries to:


 


(a)               
use and operate all of its facilities and properties in compliance with all Environmental Laws except for such noncompliance
which, singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, keep all Environmental Permits
in effect and remain in compliance therewith and handle all Hazardous Materials in compliance with all applicable Environmental
Laws, except for any non-effectiveness or noncompliance that would not reasonably be expected to have a Material Adverse Effect;


 


(b)              
promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from
any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental
Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or
contest in good faith any actions and proceedings relating thereto;


 


(c)               
in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental
Law or which could reasonably be expected to have Environmental Liability which violation or Environmental Liability could reasonably
be expected to have a Material Adverse Effect, the applicable Loan Parties, upon discovery thereof, shall take all necessary steps
to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect
in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed
of their actions;


 






    	 	86	 



     

    

(d)              
at the written request of the Administrative Agent or the Requisite Lenders, which request shall specify in reasonable detail
the basis therefor, the Loan Parties will provide, at such Loan Parties’ sole cost and expense, an environmental site assessment
report concerning any Mortgaged Property now or hereafter owned or, to the extent such assessment can be obtained without violating
the applicable lease, leased by such Person, prepared by an environmental consulting firm reasonably acceptable to the Administrative
Agent, indicating the presence or absence of Hazardous Materials and the potential cost of any Remedial Action in connection with
such Hazardous Materials on, at, under or emanating from such Mortgaged Property pursuant to any applicable Environmental Law;
provided that such request may be made only if (i) there has occurred and is continuing an Event of Default or (ii) the
Administrative Agent or the Requisite Lenders reasonably believe that a Loan Party or any such Mortgaged Property is not in compliance
with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances
exist that could reasonably be expected to form the basis of an Environmental Claim against such Person or to result in Environmental
Liability, in each case that could reasonably be expected to have a Material Adverse Effect (in such events as are listed in this
subparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable).
If any Loan Party fails to provide the same within 90 days after such request was made, the Administrative Agent may order the
same, and each Loan Party shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents
access to such Mortgaged Property (to the extent, in the case of any leased property, such access can be granted without violating
the applicable lease) and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license,
subject to the rights of tenants, to perform such an assessment, all at such Person’s sole cost and expense; and


 


(e)               
provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence
compliance with this Section 5.06.


 


Section 5.07        
Information Regarding Collateral. (a) Each Loan Party will furnish to the Administrative Agent prompt written notice
of any change (i) in such Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business
or in the ownership of its properties, (ii) unless such Loan Party is a “registered organization” within the meaning
of the UCC, in the location of any Loan Party’s chief executive office, its principal place of business, any office in which
it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located
(including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure,
(iv) in any Loan Party’s Federal Taxpayer Identification Number or its organizational identification number or (v) in any
Loan Party’s jurisdiction of organization. Each Loan Party agrees not to effect or permit any change referred to in the preceding
sentence unless (i) it shall have given the Administrative Agent thirty (30) days’ prior written notice (or such shorter
notice as may be agreed to by the Administrative Agent) and (ii) all filings have been made under the UCC or otherwise that are
required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected
security interest in all the Collateral. Each Loan Party also agrees promptly to notify the Administrative Agent if any material
portion of the Collateral is damaged or destroyed.


 


(b)              
Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to
clause (b) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer
and the chief legal officer (or individual having the analogous title) of the Borrower (i) setting forth the information required
pursuant to the Schedules to the Collateral Agreement or confirming that there has been no change in such information since the
Restatement Date or the date of the most recent Schedule updates delivered pursuant to this Section and (ii) certifying that all
UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations,
including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record
in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the
extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months
after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such
period).


 






    	 	87	 



     

    

Section 5.08        
Existence; Conduct of Business. Each Loan Party will, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its and its Subsidiaries’ legal existence and the rights, licenses, permits, privileges,
franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided that the foregoing
shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.


 


Section 5.09        
Performance of Obligations. Each Loan Party will and will cause its Subsidiaries to perform all of their respective
obligations under the terms of each mortgage, indenture, security agreement, other debt instrument and material contract by which
they are bound or to which they are a party except for such noncompliance as in the aggregate would not have a Material Adverse
Effect.


 


Section 5.10        
Casualty and Condemnation. Each Loan Party (a) will furnish to the Administrative Agent prompt written notice of
any casualty or other insured damage to any Collateral in an amount in excess of $2.0 million or the commencement of any action
or proceeding for the Taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation
or similar proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation
awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Security
Documents.


 


Section 5.11        
Pledge of Additional Collateral. Within 30 days (as such date may be extended by the Administrative Agent in its
sole discretion) after the acquisition of assets of the type that would have constituted Collateral on the Restatement Date pursuant
to the Security Documents (the “Additional Collateral”), each appropriate Loan Party will take all necessary
action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local
laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or amending or confirming the
Guaranty Agreement and the Security Documents, or in the case of the Equity Interests of a “first tier” Non-U.S. Subsidiary,
entering into a pledge agreement under the laws of the jurisdiction of such Non-U.S. Subsidiary providing for the relevant Loan
Party to have an enforceable and perfected security interest in 65% of the Equity Interests in such Subsidiary, to grant to the
Administrative Agent for its benefit and the benefit of the Secured Parties a perfected Lien, subject to Permitted Liens in such
Collateral pursuant to and to the full extent required by the Security Documents and this Agreement. In the event that any Loan
Party acquires an interest in additional Real Property having a fair market value in excess of $1.01.5
million as determined in good faith by the Borrower, or renews any lease with respect to a Mortgaged Property the appropriate Loan
Party, using its commercially reasonable efforts in the case of any such leases (but without any requirement to provide any lessor
any compensation), will take such actions and execute such documents (including,
without limitation, flood hazard certifications with respect to each Mortgaged Property, and for any such Mortgaged Property that
is in a flood zone, evidence of flood insurance (with appropriate endorsements naming the Administrative Agent as the mortgagee
and lender loss payee)) as the Administrative Agent shall require to confirm the Lien of a Mortgage, if applicable,
or to create a new Mortgage encumbering any such Real Property for the benefit of the Secured Parties. All actions taken by the
parties in connection with the pledge of Additional Collateral, including, without limitation, the reasonable and documented costs
of the Administrative Agent and counsel for the Administrative Agent, shall be for the account of the Borrower, which shall pay
all sums due promptly following written demand therefor.


 






    	 	88	 



     

    

Section 5.12        
Further Assurances. The Loan Parties will execute any and all further documents, financing statements, agreements
and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings,
mortgages, deeds of trust and other documents and the delivery of appropriate opinions of counsel), which may be required under
any Applicable Law, or which the Administrative Agent or the Requisite Lenders may reasonably request, to effectuate the transactions
contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created by the Security Documents or the
validity or priority of any such Lien, all at the expense of the Loan Parties. The Loan Parties also agree to provide to the Administrative
Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority
of the Liens created or intended to be created by the Security Documents.


 


Section 5.13        
Use of Proceeds. The Borrower covenants and agrees that (a) the proceeds of the Revolving Commitments will be used
for working capital and general corporate purposes of Holdings and its Subsidiaries, including the payment of certain fees and
expenses incurred in connection with transactions contemplated hereby and,
(b) the proceeds of the Initial Term Loan will be used on the Restatement Date to refinance the Existing Credit Agreement and to
finance the payment of fees and expenses in connection with such refinancing and the credit facilities established by this Agreement
and (c) it will not request any Loan or Letter of Credit, and shall
not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not
use, the proceeds of any Loan or Letter of Credit, directly or indirectly, (i) in furtherance of an offer, payment, promise to
pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption
Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned
Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to
any party hereto.


 


Section 5.14        
Payment of Taxes. Each Loan Party and its respective Subsidiaries will pay and discharge all material taxes, assessments
and governmental charges or levies imposed upon it or upon its income or profits, or upon any Properties belonging to it, prior
to the date on which material penalties attach thereto, and all lawful claims which, if unpaid, might become a Lien or charge upon
any Properties of such Loan Party or any of its respective Subsidiaries or cause a failure or forfeiture of title thereto; provided
that neither such Loan Party nor any of its respective Subsidiaries shall be required to pay any such tax, assessment, charge,
levy or claim that is being contested in good faith and by proper proceedings diligently conducted, which proceedings have the
effect of preventing the forfeiture or sale of the Property or asset that may become subject to such Lien, if it has maintained
adequate reserves with respect thereto in accordance with and to the extent required under GAAP; provided, further,
that, with respect to any taxes that are being contested, any such contest of any tax, assessment, charge, levy or claim with respect
to Collateral shall satisfy the Contested Collateral Lien Conditions.


 


Section 5.15        
Equal Security for Loans and Notes. If any Loan Party shall create or assume any Lien upon any of its property or
assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent to the creation or assumption
thereof shall have been obtained from the Administrative Agent and the Requisite Lenders), it shall make or cause to be made effective
provisions whereby the Obligations will be secured by such Lien equally and ratably with any and all other assets or Property thereby
secured as long as any such assets or Property shall be secured; provided that this covenant shall not be construed as consent
by the Administrative Agent and the Requisite Lenders to any violation by any Loan Party of the provisions of Section 6.02.


 


Section 5.16        
Guarantees. In the event that any Person becomes a 90% Owned Subsidiary after the Restatement Date, the Borrower
will promptly notify the Administrative Agent of that fact and within thirty (30) days (as such time may be extended by the Administrative
Agent in its sole discretion) cause such 90% Owned Subsidiary to execute and deliver to the Administrative Agent a counterpart
of the Guaranty Agreement and deliver to the Administrative Agent a counterpart of the Collateral Agreement and to take all such
further actions and execute all such further documents and instruments as may be necessary or, in the reasonable opinion of the
Administrative Agent, desirable to create in favor of the Administrative Agent, for the benefit itself and of the Secured Parties,
a valid and perfected Lien on all of the Property and assets of such 90% Owned Subsidiary described in the applicable forms of
the Security Documents subject to Permitted Liens.


 






    	 	89	 



     

    

Section 5.17        
Subordination of Intercompany Loans. Each Loan Party covenants and agrees that any existing and future debt obligation
of any Loan Party to any Subsidiary that is not a Loan Party shall, pursuant to a subordination agreement reasonably satisfactory
to the Administrative Agent, be expressly subordinated to the Loans following a Default.


 


Section 5.18        
Interest Rate Contracts. The Borrower will cause to be in effect, at all times during the term of this Agreement,
Interest Rate Contracts hedging interest rate exposure with respect to Indebtedness of the Borrower of the types described in clauses
(a) through (c) of the definition of “Indebtedness” (including Indebtedness under this Agreement) in an aggregate notional
principal amount thereunder equal to at least fifty percent (50%) of the aggregate outstanding amount of such Indebtedness (it
being understood and agreed that fixed rate Indebtedness shall be deemed to be subject to an Interest Rate Contract) and with a
Lender, a Secured Hedging Provider or other counterparty reasonably satisfactory to the Administrative Agent and otherwise in form
and substance reasonably satisfactory to the Administrative Agent.


 


Section 5.19        
Covenants Regarding Post-Closing Deliveries. Each applicable Loan Party will execute and deliver the documents and
complete the tasks set forth on Schedule 5.19, in each case within the time limits specified on such schedule.


 


Section 5.20        
Compliance with Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions.
The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by Holdings, the Borrower
and their respective Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws,
Anti-Money Laundering Laws and applicable Sanctions.


 


Section 5.21        
Bank Equity Interests.


 


(a)              
So long as CoBank, ACB is a Lender hereunder, the Borrower will acquire equity
in CoBank, ACB in such amounts and at such times as CoBank, ACB may require in accordance with CoBank, ACB’s bylaws and capital
plan (as each may be amended from time to time), except that the maximum amount of equity that the Borrower may be required to
purchase in CoBank, ACB in connection with the Loans made by CoBank, ACB may not exceed the maximum amount permitted by the bylaws
and the capital plan at the time the Restatement Agreement is entered into. The Borrower acknowledges receipt of a copy of (i)
CoBank, ACB’s most recent annual report, and if more recent, CoBank, ACB’s latest quarterly report, (ii) CoBank, ACB’s
Notice to Prospective Stockholders and (iii) CoBank, ACB’s bylaws and capital plan, which describe the nature of all of the
Bank Equities acquired in connection with its patronage loan from CoBank, ACB as well as capitalization requirements, and agrees
to be bound by the terms thereof.


 


(b)              
Each party hereto acknowledges that CoBank, ACB’s bylaws, capital plan
and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with
respect to the Bank Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrower’s
patronage with CoBank, ACB (y) the Borrower’s eligibility for patronage distributions from CoBank, ACB (in the form of Bank
Equities and cash) and (z) patronage distributions, if any, in the event of a sale of a participation interest. CoBank, ACB reserves
the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage
basis (and/or to a Lender that pays no patronage or pays patronage that is lower than the patronage paid by CoBank, ACB) in accordance
with Section 9.10.


 






    	 	90	 



     

    

(c)               
 Each party hereto acknowledges that CoBank, ACB has a statutory first lien
pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all Bank Equities of CoBank, ACB that the Borrower may
now own or hereafter acquire, which statutory lien shall be for CoBank, ACB’s sole and exclusive benefit. The Bank Equities
shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create
a Lien on Bank Equities or on patronage accrued by CoBank, ACB for the account of the Borrower (including, in each case, proceeds
thereof), such Lien shall be for CoBank, ACB’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder.
Neither Bank Equities nor any accrued patronage shall be offset against the obligations hereunder except that, in the event of
an Event of Default, CoBank, ACB may elect, solely at its discretion, to apply the cash portion of any patronage distribution or
retirement of equity, made with respect to CoBank, ACB’s equities, to amounts due under this Agreement. The Borrower acknowledges
that any corresponding tax liability associated with such application is the sole responsibility of the Borrower. CoBank, ACB shall
not have an obligation to retire the Bank Equities upon any Default, either for application to the Obligations or otherwise.


 


ARTICLE VI



NEGATIVE COVENANTS


 


Until the Commitments have expired or terminated
and the principal of and interest on each Loan and all Fees and other amounts payable hereunder or under any other Loan Document
have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed,
each of the Loan Parties agrees with the Lenders that:


 


Section 6.01        
Indebtedness; Certain Equity Securities. (a) The Loan Parties will not, and will not permit any of their Subsidiaries
to, directly or indirectly, create, incur, assume or permit to exist (including by way of Guarantee) any Indebtedness, except:


 


(i)                
Indebtedness incurred and outstanding under the Loan Documents;


 


(ii)              
Subject to Section 1.09, so long as no Default shall have
occurred and be continuing or would result therefrom, both immediately prior to and immediately after giving effect thereto, Indebtedness
of the Borrower or any Subsidiary Loan Party; provided that the sum of the aggregate original principal amount of all Incremental
Term LoansFacilities
and the aggregate original principal amount of all Indebtedness issued pursuant to this Section 6.01(a)(ii) shall not exceed
the greater of (x) $300.0 million (in each case exclusive of any proceeds thereof that are applied to the refinancing or repayment
of the Term Loans and a Permitted Refinancing of any Indebtedness issued pursuant to this Section 6.01(a)(ii)) and (y) the
amount which would cause the Consolidated Senior Secured Leverage Ratio, calculated on a pro forma basis as of the most recent
date for which financial statements have been delivered pursuant to Section 5.01 and after giving effect to the incurrence
of such Indebtedness and the use of proceeds thereof, to exceed 2.75 and
assuming (1) in the case of any revolving commitment that is proposed to be incurred under this clause (ii) at the time of such
calculation, that such revolving commitment is fully drawn and (2) that all Indebtedness incurred pursuant to this Section 6.01(a)(ii)(y)
is secured Indebtedness (whether or not such Indebtedness is in fact so secured), to exceed 3.00 to 1.00 (it being
understood and agreed that any Indebtedness incurred under this clause (y) or clause (B) of Section 2.21(a) shall not reduce
the $300.0 million limit in clause (x) above or in clause (A) of Section 2.21(a)); provided further that such Indebtedness
shall (A) have a greater Weighted Average Life to Maturity than the Initial Term Loan at the time of issuance thereof, (B) not
mature or require any payment of principal thereof prior to the Initial Term Loan Maturity Date (provided that a customary bridge
facility that matures inside such date, but is subject to a conversion to extended term loans and exchange notes that mature beyond
such date shall be deemed to comply with this clause (B)), (C) have covenants that are not more restrictive (taken as a whole)
than those set forth herein, (D) if such Indebtedness is secured, be subject to an intercreditor agreement to be entered into by
the Administrative Agent and the trustee or other applicable representative for the holders of such debt securities, reasonably
satisfactory in form and substance to the Administrative Agent, (E) not be secured by any assets that are not included in the Collateral
and,
(F) not be recourse to or guaranteed by any Person that is not a Loan Party,
(G) in the case of any such Indebtedness in the form of a syndicated term loan facility that is secured on a pari passu basis with
the Initial Term Loans if the All-in Yield with respect to such Indebtedness exceeds the All-in Yield with respect to the Initial
Term Loans by more than 0.50% then the Applicable Rate with respect to the Initial Term Loans shall be increased to the extent
necessary to cause such excess to be only 0.50% and (H) after giving effect to any such Indebtedness the use of proceeds therefrom,
the Borrower would be in pro forma compliance with each of the Financial Covenants as of the most recent date for which financial
statements have been delivered pursuant to Section 5.01;


 






    	 	91	 



     

    

(iii)            
Indebtedness set forth on Schedule 6.01(a)(iii) and any Permitted Refinancing thereof;


 


(iv)            
Indebtedness of the Borrower or any Subsidiary Loan Party owed to the Borrower or any Subsidiary Loan Party; provided
that such Indebtedness is represented by a note and is pledged to the Administrative Agent pursuant to the Security Documents;


 


(v)              
Guarantees by Holdings, the Borrower or any Subsidiary Loan Party of Indebtedness of the Borrower or any Subsidiary Loan
Party (other than a Guarantee of the Enventis Inventory Financing), in each case, to the extent such Indebtedness would have been
permitted to be incurred hereunder directly by such Loan Party, and if such Indebtedness is subordinated in right of payment to
the Obligations under the Loan Documents, such Guarantee is as subordinated in right of payment to the Obligations on the same
terms;


 


(vi)            
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within
two Business Days of such Loan Party or such Subsidiary receiving notice thereof;


 


(vii)          
Indebtedness of any Loan Party in an aggregate outstanding
principal amount outstanding at any time not in excess of the
greater of (A) $50.0 million and (B) 3.0% of Total
Assets (determined at the time such Indebtedness is incurred or issued); provided that, in each case, (x)
no Default shall have occurred or be continuing or would result therefrom,
both immediately prior to and immediately after giving effect thereto and (y) after giving effect to the incurrence
of such Indebtedness on a pro forma basis, the Loan Parties would be in compliance with the Financial Covenants as of the most
recent Test Period for which financial statements have been delivered pursuant to Section 5.01 and any Permitted Refinancing
in respect thereof;


 






    	 	92	 



     

    

(viii)        
Indebtedness of ICTC to the Borrower or any Subsidiary Loan Party in an aggregate principal amount outstanding at any time
not in excess of $15.0 million; provided that if any such Indebtedness described in this Section 6.01(a)(viii) shall
be evidenced by a promissory note, such note shall be pledged pursuant to the Collateral Agreement;


 


(ix)            
Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any assets,
including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured
by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased Weighted Average
Life to Maturity thereof; provided that (A) such Indebtedness is incurred prior to or within 180 days after such acquisition
or the completion of such construction or improvement and (B) the aggregate,
(B) no Default shall have occurred or be continuing or would result therefrom, both immediately prior to and immediately after
giving effect thereto, and (C) the aggregate outstanding principal amount of Indebtedness permitted by this clause
(ix) shall not exceed $25.0the
greater of (x) $40.0 million at any time outstandingand
(y) 2.0% of Total Assets (determined at the time such Indebtedness is incurred or issued);


 


(x)              
Indebtedness under Hedging Agreements entered into in the ordinary course of business and not for speculative purposes;


 


(xi)            
Indebtedness owed to (including obligations in respect of letters of credit for the benefit of) any Person providing worker’s
compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any
Subsidiary, pursuant to reimbursement or indemnification obligations to such Person;


 


(xii)          
Indebtedness of the Borrower or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion
guarantees and similar obligations and trade-related letters of credit, in each case provided in the ordinary course of business,
including those incurred to secure health, safety and environmental obligations in the ordinary course of business;


 


(xiii)        
Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations,
in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than Guarantees
of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of
financing such acquisition;


 


(xiv)        
obligations arising from or representing deferred compensation to employees of the Borrower or any Subsidiary that constitute
or are deemed to be Indebtedness under GAAP and that are incurred in the ordinary course of business;


 


(xv)          
Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower in compliance with this Agreement,
but only if such Indebtedness could otherwise be incurred pursuant to clauses (i) to (xiv) of this Section 6.01(a); provided
that no Default shall have occurred and be continuing or would result therefrom,
both immediately prior to and immediately after giving effect thereto;


 


(xvi)        
obligations, liabilities and Indebtedness arising in connection with the Enventis Inventory Financing (including, without
limitation, any Guarantee thereof by Holdings); provided that (A) the Enventis Inventory Financing and all obligations,
liabilities and Indebtedness (including, without limitation, the Guarantee by Holdings) with respect thereto shall at all times
be unsecured and shall not be recourse to any Loan Party or any Subsidiary or their respective assets or properties (other than
Enterprise Integration Services, Inc. and, to the extent of its Guarantee, Holdings); (B) the aggregate amount of the obligations,
liabilities and Indebtedness of Enterprise Integrated Services, Inc. and Holdings thereunder shall not at any time exceed $25.0
million and (C) the terms and conditions (including, without limitation, the terms and conditions of the Guarantee by Holdings)
shall be reasonably satisfactory to the Administrative Agent;


 






    	 	93	 



     

    

(xvii)      
Indebtedness of the Loan Parties assumed in one or more Permitted Acquisitions and any Permitted Refinancing thereof in
an aggregate principal amount not to exceed $25.0 million outstanding at any time to the extent such Indebtedness was not incurred
in connection with or in contemplation of such Permitted Acquisition; and


 


(xviii)    
subject to Section 1.09, unsecured Indebtedness
of any Loan Party (including, without limitation, the assumption of Indebtedness pursuant to a merger with or assignment by an
Unrestricted Subsidiary), the Net Cash Proceeds of which are used to permanently repay Loans or
to finance Capital Expenditures or Investments by the Borrower or any Subsidiary; provided that:


 


(A)             
no Default or Event of Default has occurred and is continuing,
both immediately prior to and immediately after giving effect thereto,;


 


(B)             
after giving effect to any such incurrence of Indebtedness and the use of proceeds therefrom (and any other Indebtedness
incurred or assumed since the last day of the immediately preceding Test Period including any Indebtedness to be assumed in accordance
with Section 6.01(a)(xvii) or otherwise incurred substantially concurrently with the transaction being financed), and if
applicable, the consummation of any acquisition financed with such Indebtedness, either (1) the Total Net Leverage Ratio would
be less than or equal to 4.75:1.00; or (2) solely in the case of Indebtedness incurred in connection with a Permitted Acquisition,
the Borrower shall have certified in writing to the Administrative Agent that the Total Net Leverage Ratio shall be lower than
the Total Net Leverage Ratio calculated immediately prior to giving pro forma effect to the incurrence and assumption (if any)
of such Indebtedness and the consummation of such Permitted Acquisition;


 


(C)             
such Indebtedness shall not be recourse to or guaranteed by any Person that is not a Loan Party; and


 


(D)             
such Indebtedness matures at least 120 days after the Initial Term Loan Maturity Date and does not have a Weighted Average
Life to Maturity that is shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loan (provided that a
customary bridge facility that matures inside the date provided above, but is subject to a conversion to extended term loans and
exchange notes that mature beyond the date provided above shall be deemed to comply with this clause);


 


and any Permitted Refinancing thereof.


 


(b)              
The Loan Parties will not, nor will they permit any of their Subsidiaries to, directly or indirectly, issue any Preferred
Stock or other Equity Interest of such Person that by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable, in either case at the option of the holder thereof) or otherwise (i) matures or is mandatorily redeemable
pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable at the option of the holder
thereof, in whole or in part including upon the occurrence of any contingency (unless the terms of such Equity Interests provide
that, upon the happening of such contingency, no such redemption, repurchase or similar payment with respect to such Equity Interests
shall be required until either all Obligations have been paid in full and there are no outstanding Commitments or such redemption,
repurchase or similar requirement would be permitted by the terms of this Agreement), or (iii) is convertible or exchangeable at
the option of the holder thereof for Indebtedness or Equity Interests not permitted by this Section 6.01(b), in each case,
on or prior to the 91st day after the Initial Term Loan Maturity Date.


 






    	 	94	 



     

    

Section 6.02        
Liens. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, create,
incur, assume or permit to exist any Lien on any Property or asset now owned or hereafter acquired by them, or assign or sell any
income or revenues (including accounts receivable) or rights in respect of any thereof, except the following (herein collectively
referred to as “Permitted Liens”):


 


(i)                
Liens in favor of the Administrative Agent for the benefit of itself and the other Secured Parties under the Security Documents
and (b) Liens on cash or deposits granted in favor of the Swingline Lender or the Issuing Bank to cash
collateralizeCash Collateralize any
Defaulting Lender’s participation in Letters of Credit or Swingline Loans;


 


(ii)              
Liens on assets acquired after the Restatement Date existing at the time of acquisition thereof by the Borrower or any Subsidiary;
provided that such Liens were not incurred in connection with, or in contemplation of, such acquisition and do not extend
to any assets of the Borrower or any Subsidiary other than the specific assets so acquired;


 


(iii)            
Liens to secure the performance of statutory obligations, surety or appeal bonds or performance bonds, landlords’,
carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s, attorney’s or other like
liens, in any case incurred in the ordinary course of business and with respect to amounts not overdue by more than 10 days or
being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that (A)
a reserve or other appropriate provision, if any, as is required by GAAP shall have been made therefor, (B) if such Lien is on
Collateral and such amounts are being contested, the Contested Collateral Lien Conditions shall at all times be satisfied and (C)
such Liens relating to statutory obligations, surety or appeal bonds or performance bonds shall only extend to or cover cash and
cash equivalents not in the Collateral Account;


 


(iv)            
Liens existing on the Restatement Date and identified on Schedule 6.02(iv);


 


(v)              
Liens for taxes, assessments or governmental charges or claims or other like statutory Liens, in any case incurred in the
ordinary course of business, that do not secure Indebtedness for borrowed money and (A) that are not yet delinquent or (B) that
are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that
(1) any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor and (2)
if such Lien is on Collateral and such amounts are being contested, the Contested Collateral Lien Conditions shall at all times
be satisfied;


 


(vi)            
Liens to secure Indebtedness (including Capital Lease Obligations) of the type described in Section 6.01(a)(ix) covering
only the assets acquired, financed, refinanced or improved with such Indebtedness;


 






    	 	95	 



     

    

(vii)          
Liens securing Indebtedness incurred to refinance Indebtedness secured by the Liens of the type described in clause (ii)
of this Section 6.02; provided that any such Lien shall not extend to or cover any assets not securing the Indebtedness
so refinanced;


 


(viii)        
Liens in the form of zoning restrictions, easements, licenses, reservations, covenants, conditions or other restrictions
on the use of real property or other minor irregularities in title (including leasehold title) that do not (1) secure Indebtedness
or (2) individually or in the aggregate materially impair the value or marketability of the real property affected thereby or the
occupation, use and enjoyment in the ordinary course of business of the Borrower or any Subsidiary at such real property and (B)
with respect to leasehold interests in real property, mortgages, obligations, liens and other encumbrances incurred, created, assumed
or permitted to exist and arising by, through or under a landlord or owner of such leased property encumbering the landlord’s
or owner’s interest in such leased property;


 


(ix)            
Liens in the form of pledges or deposits securing bids, tenders, contracts (other than contracts for the payment of money)
or leases to which the Borrower or any of its Subsidiaries is a party, in each case, made in the ordinary course of business for
amounts (A) not yet due and payable or (B) being contested in good faith by appropriate proceedings promptly instituted and diligently
conducted; provided that (1) a reserve or other appropriate provision, if any, as is required by GAAP shall have been made
therefor, (2) if such Lien is on Collateral and such amounts are being contested, the Contested Collateral Lien Conditions shall
at all times be satisfied and (3) such Liens shall in no event encumber any Collateral other than cash and cash equivalents not
in the Collateral Account;


 


(x)              
Liens resulting from operation of law with respect to any judgments, awards or orders to the extent that such judgments,
awards or orders do not cause or constitute a Default under this Agreement; provided that if any such Liens are on Collateral
and such amounts are being contested, the Contested Collateral Lien Conditions shall at all times be satisfied;


 


(xi)            
Liens in the form of licenses, leases or subleases granted or created by the Borrower or any of its Subsidiaries, which
licenses, leases or subleases do not interfere, individually or in the aggregate, in any material respect with the business of
the Borrower or such Subsidiary or individually or in the aggregate materially impair the use (for its intended purpose) or the
value of the property subject thereto; provided that any such Lien shall not extend to or cover any assets of any Person
that is not the subject of any such license, lease or sublease;


 


(xii)          
Liens on fixtures or personal property held by or granted to landlords pursuant to leases to the extent that such Liens
are not yet due and payable; provided that with respect to any leases entered into after the Restatement Date, the Borrower
or the applicable Subsidiary shall use its commercially reasonable efforts to (x) enter into a lease that does not grant a Lien
on fixtures or personal property in favor of the landlord thereunder or (y) obtain a landlord lien waiver reasonably satisfactory
to the Administrative Agent;


 


(xiii)        
Liens securing Indebtedness permitted by Section 6.01(a)(xv); provided that such Liens existed prior to such
Person becoming a Subsidiary, were not created in anticipation thereof and attach only to specific assets of such Person that are
being acquired;


 


(xiv)        
CoBank, ACB’s statutory Lien on the Borrower’s Bank Equity Interests; and


 


(xv)          
Liens securing Indebtedness issued pursuant to Section 6.01(a)(ii) that are pari passu or junior to the Liens securing
the Obligations so long as such Liens are subject to the terms of an intercreditor agreement and such other documentation setting
forth the relative priorities to the Collateral, which in each case shall be in form and substance reasonably satisfactory to the
Administrative Agent;


 






    	 	96	 



     

    

(xvi)        
Liens of a collecting bank arising in the ordinary course of business under
Section 4-210 of the Commercial Code in effect in the relevant jurisdiction and Liens of any depository bank in connection with
statutory, common law and contractual rights of setoff and recompense of any deposit account of Holdings and its Subsidiaries;


 


(xvii)      
Liens not otherwise permitted hereunder securing Indebtedness or other obligations
in an aggregate amount not to exceed $25.0 million at any time outstanding; 


 


provided, however, that no Liens
shall be permitted to exist, directly or indirectly, on any Securities Collateral other than Liens pursuant to clauses (i)(a),
(xv) and (xvxvii)
above.


 


Section 6.03        
Fundamental Changes; Line of Business.


 


(a)               
The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate with them, or liquidate or dissolve, except that,
if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any wholly
owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any wholly
owned Subsidiary may merge with or into any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly
owned Subsidiary (and if any party to such merger is a Subsidiary Loan Party, the surviving entity is a Subsidiary Loan Party),
and (iii) any Subsidiary may merge with or into an entity in a Permitted Acquisition in a transaction in which the surviving entity
is (A) a Loan Party or (B) a wholly owned Subsidiary of the Borrower which shall become a Loan Party in accordance with Sections
5.11, 5.12 and 5.16; provided that in connection with the foregoing, the appropriate Loan Parties shall
take all actions necessary or reasonably requested by the Administrative Agent to expressly assume the obligations of each non-surviving
entity under each of the Loan Documents and to maintain the perfection of or perfect, as the case may be, protect and preserve
the Liens on the Collateral granted to the Administrative Agent pursuant to the Security Documents and otherwise comply with the
provisions of Sections 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable.


 


(b)              
Notwithstanding the foregoing, any Subsidiary of Holdings may dispose of any or all of its assets (upon voluntary liquidation
or dissolution or otherwise) to the Borrower or Subsidiary Loan Party (provided that in connection with the foregoing, the
appropriate Loan Parties shall take all actions necessary or reasonably requested by the Administrative Agent to maintain the perfection
of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Administrative Agent pursuant
to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case, on the
terms set forth therein and to the extent applicable and provided further that such dispositions shall not be for more than
the fair market value of the assets being disposed of), and any Subsidiary which is not a Subsidiary Loan Party may dispose of
assets to any other Subsidiary which is not a Subsidiary Loan Party.


 


(c)               
The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, engage in any business other
than businesses of the type conducted by the Borrower and its Subsidiaries on the date of this Agreement and businesses reasonably
related thereto and other businesses specified on Schedule 6.03(c).


 


(d)              
Holdings will not engage in any business other than holding Equity Interests of the Borrower, issuing its Equity Interests
or other Indebtedness which it is permitted to incur pursuant to Section 6.01, maintaining its existence, performing its
obligations under the federal securities laws and performing activities reasonably related thereto.


 






    	 	97	 



     

    

Section 6.04        
Investments, Loans, Advances, Guarantees and Acquisitions. The Loan Parties will not and will permit any of their
Subsidiaries to, directly or indirectly, purchase, hold or acquire (including pursuant to any merger with any Person that was not
a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of Indebtedness or other securities (including
any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee
any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or make upfront payments
or provide other credit support for any Person or purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit (each of the foregoing, an “Investment” and collectively,
“Investments”), except:


 


(i)                
Permitted Investments;


 


(ii)              
Investments existing on the Restatement Date (or in respect of which a binding commitment to make such investment existed
on the Restatement Date of this Agreement) and set forth on Schedule 6.04;


 


(iii)            
Investments by Loan Parties and their Subsidiaries in Subsidiary Loan Parties or the Borrower; provided that any
such Investment held by a Loan Party shall be pledged pursuant to the terms of the Collateral Agreement;


 


(iv)            
Investments constituting Indebtedness permitted by Sections 6.01(a)(iv), (viii) and (x);


 


(v)              
Guarantees constituting Indebtedness permitted by Section 6.01(a)(v);


 


(vi)            
Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes
with, customers and suppliers, in each case in the ordinary course of business;


 


(vii)          
loans and advances to employees of Holdings and its Subsidiaries in the ordinary course of business (including, without
limitation, for travel, entertainment and relocation expenses) not to exceed $2.0 million in the aggregate at any time outstanding;


 


(viii)        
so long as no Default shall have occurred or be continuing
or would result therefrom, both immediately prior to and immediately after giving effect thereto, other loans, advances
and investments of the Borrower or any Subsidiary Loan Party not in excess of $10.0 million outstanding
at anyhaving an aggregate fair market value (as determined
in good faith by the Borrower), taken together with all other loans, advances or investments made pursuant to this clause (viii)
that is not in excess of the greater of (A) $20.0 million and (B) 1% of Total Assets (determined at the time such
loan, advance or investment is made);


 


(ix)            
Investments received in connection with Dispositions permitted under Section 6.03(b) and Section 6.05;


 


(x)              
accounts receivable of a Loan Party established in the ordinary course of business;


 


(xi)            
Investments out of Available Proceeds;


 






    	 	98	 



     

    

(xii)          
Permitted Acquisitions;


 


(xiii)        
Investments in Bank Equity Interests;


 


(xiv)        
Investments in an amount not to exceed Cumulative Available Cash at the time any such Investment is made;


 


(xv)          
Investments resulting from Restricted Payments permitted by Section 6.07; and


 


(xvi)        
contributions to Unrestricted Subsidiaries solely of amounts to fund the payment of fees, accrued interest and expenses
on Permitted Escrow Debt.


 


Section 6.05        
Asset Sales. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly,
sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by them, nor will the Borrower permit
any of its Subsidiaries to, directly or indirectly, issue any additional Equity Interest in such Subsidiary, except:


 


(i)                
sales of inventory or used, surplus, obsolete, outdated, inefficient or worn out equipment and other property in the ordinary
course of business;


 


(ii)              
sales, transfers and dispositions to the Borrower or any Subsidiary Loan Party; provided that in connection with
the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Administrative Agent
to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Administrative
Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in each
case, on the terms set forth therein and to the extent applicable;


 


(iii)            
the lease or sublease of Real Property in the ordinary course of business and not constituting a sale and leaseback transaction;


 


(iv)            
sales of Permitted Investments on ordinary business terms;


 


(v)              
Liens permitted by Section 6.02 and Investments permitted under Section 6.04;


 


(vi)            
sales of accounts receivable of a Loan Party that are past due in the ordinary course of business;


 


(vii)          
licensing and cross-licensing arrangements involving any technology or other intellectual property of a Loan Party or a
Subsidiary which does not materially restrict the ability of such Loan Party or Subsidiary to use the technology or other intellectual
property so licensed;


 


(viii)        
so long as no Default shall have occurred or be continuing
or would result therefrom, both immediately prior to and immediately after giving effect thereto, sales, transfers
and dispositions of assets (other than a sale, transfer or disposition
of Equity Interests of a Subsidiary Loan Party that
would result in such Subsidiary Loan Party being a Subsidiary that is not a 90% Owned Subsidiary) not otherwise
permitted under this Section; provided that (A)
the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (viii) shall
not, in the aggregate, exceed $20.0 million during any Fiscal Year and $100.0 million in the aggregate
and the greater of $200.0 million and 10% of Total
Assets (determined at the time of such sale, transfer or disposition is made) and (B) the Net Proceeds thereof are
applied as required by Section 2.05(c)(ii);


 






    	 	99	 



     

    

(ix)            
Permitted Asset Swaps; and


 


(x)              
sales, transfers or dispositions by any Subsidiary (other than ICTC) that is not a Loan Party to any other Subsidiary that
is not a Loan Party.


 


provided that all sales, transfers, leases and other dispositions
permitted by clauses (viii) and (ix) shall be made for fair value and (x) for at least 80% cash consideration in the case of sales,
transfers, leases and other dispositions permitted by clauses (i) and (viii) and (y) for 100% cash consideration in the case of
sales, transfers, leases and other dispositions permitted by clauses (iv) and (vi).


 


Section 6.06        
Sale and Leaseback Transactions. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly
or indirectly, enter into any arrangement, directly or indirectly, whereby they shall sell or transfer any Property, real or personal,
used or useful in their business, whether now owned or hereafter acquired, and thereafter rent or lease such Property or other
Property that they intend to use for substantially the same purpose or purposes as the Property sold or transferred unless (i)
the sale of such Property is permitted by Section 6.05 and (ii) any Lien arising in connection with the use of such Property
by any Loan Party or a Subsidiary is permitted by Section 6.02.


 


Section 6.07        
Restricted Payments. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly,
declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except:


 


(i)                
Subsidiaries of the Borrower may declare and pay dividends to the Borrower or another Subsidiary ratably with respect to
their Equity Interests or additional shares of the same class of shares as the dividend being paid to the extent such payment complies
with Section 6.01(b);


 


(ii)              
the Borrower may pay dividends consisting solely of shares of its common stock or additional shares of the same class of
shares as the dividend being paid;


 


(iii)            
the Borrower may make Restricted Payments to Holdings and, without duplication, Holdings may make Restricted Payments in
an amount not to exceed Cumulative Available Cash at the time of the making of such Restricted Payment, in each case so long as
(x) no Dividend Suspension Period shall be in effect and (y) no Event of Default shall have occurred and be continuing;


 


(iv)            
so long as no Default shall have occurred and is continuing or would result therefrom, any Loan Party may purchase or redeem
Equity Interests of Holdings (including related stock appreciation rights or similar securities) held by then present or former
directors, consultants, officers or employees; provided that the aggregate amount of such purchases or redemptions under
this clause (iv) shall not exceed in any Fiscal Year $3.0 million;


 


(v)              
noncash repurchases of Equity Interests (A) deemed to occur upon exercise of stock options if such Equity Interests represent
a portion of the exercise price of such options or (B) for payment of withholding taxes upon vesting of any such Equity Interests
consisting of restricted shares or performance shares;


 


(vi)            
[Intentionally Omitted];


 






    	 	100	 



     

    

(vii)          
unless a Default shall have occurred and is continuing or would result therefrom, the Borrower may declare and pay a dividend
to Holdings, provided that an equal amount of cash equity is concurrently contributed by Holdings to the capital of the
Borrower;


 


(viii)        
the Borrower may declare and pay dividends or make other distributions in amounts sufficient to permit Holdings to pay the
taxes of Holdings and its Subsidiaries;


 


(ix)            
the Borrower and Holdings may make Restricted Payments from Available Proceeds so long as no Event of Default shall have
occurred and be continuing; and


 


(x)              
the Borrower may make distributions to Holdings to pay fees and expenses required to maintain its existence, and bonus and
other benefits payable to their officers and employees, expenses of members of the Board of Directors and other general corporate
administrative and overhead expenses actually incurred in the ordinary course of business.


 


Section 6.08        
Transactions with Affiliates. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly
or indirectly, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of their Affiliates, unless such transactions are in the
ordinary course of such Loan Party’s business and are at prices and on terms and conditions not less favorable to the Loan
Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, except:


 


(i)                
transactions between or among the Borrower and/or one or more of the Subsidiary Loan Parties not involving any other Affiliate
and transactions among Subsidiaries not involving any Loan Party;


 


(ii)              
any Restricted Payment permitted by Section 6.07 and any transaction permitted by Section 6.03;


 


(iii)            
fees and compensation, benefits and incentive arrangements paid or provided to, and any indemnity provided on behalf of,
officers, directors or employees of Holdings or any of its Subsidiaries as determined in good faith by the board of directors of
Holdings;


 


(iv)            
loans and advances to employees of Holdings or any of its Subsidiaries permitted by Section 6.04(vii);


 


(v)              
transactions pursuant to the agreements set forth on Schedule 6.08(v) as such agreements are in effect on the Restatement
Date and as amended in accordance with Section 6.10; and


 


(vi)            
in the case of any joint venture in which the Borrower or any Subsidiary has an interest, so long as the other party or
parties to the joint venture which are not Affiliates of the Borrower or any Subsidiary own at least 50% of the equity of such
joint venture, transactions between such joint venture and the Borrower or any Subsidiary that are at prices and on terms and conditions
not less favorable to the Borrower or any Subsidiary than could be obtained on an arm’s length basis from unrelated third
parties.


 


Section 6.09        
Restrictive Agreements. The Loan Parties will not, and will not permit any Subsidiary to, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon
(a) the ability of any Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its Property or assets,
or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to
make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other
Subsidiary or to transfer property to the Borrower or any of the Subsidiaries; provided that the foregoing shall not apply
to:


 






    	 	101	 



     

    

(i)                
conditions imposed by law (including orders of the ICC, PPUC or TPUC) or by any Loan Document;


 


(ii)              
solely in the case of clause (a), assets encumbered by Permitted Liens as long as such restriction applies only to the asset
encumbered by such Permitted Lien;


 


(iii)            
restrictions and conditions existing on the Restatement Date not otherwise excepted from this Section 6.09 identified
on Schedule 6.09 (but shall not apply to any amendment or modification expanding the scope of any such restriction or condition);


 


(iv)            
limitations in any indenture or similar agreement governing any Indebtedness issued pursuant to Section 6.01(a)(ii)
or Section 6.01(a)(xviii) or the Existing Indenture (provided that, in each case, such limitations shall not be more
restrictive than the limitations set forth in the Loan Documents);


 


(v)              
any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement
was not entered into in contemplation of such Person becoming a Subsidiary;


 


(vi)            
customary restrictions and conditions contained in agreements relating to the sale of assets pending such sale; provided
such restrictions and conditions apply only to the assets to be sold and such sale is permitted hereunder; and


 


(vii)          
solely in the case of clause (a), customary provisions in leases and contracts in the ordinary course of business between
the Borrower and its Subsidiaries and their customers and other contracts restricting the assignment thereof.


 


Section 6.10        
Amendments or Waivers of Certain Documents. The Loan Parties will not, and will not permit any Subsidiary to, directly
or indirectly, amend or otherwise change (or waive) the terms of any Organic Document, any document governing any Indebtedness
outstanding as of the Restatement Date, any document governing any Indebtedness issued pursuant to Section 6.01(a)(xviii),
the Existing Indenture or any other document governing the 20202022
Senior Notes or any agreement set forth on Schedule 6.08(v), in each case, in a manner materially adverse to the Lenders.


 


Section 6.11        
Total Net Leverage Ratio. The Borrower will not permit the Total Net Leverage Ratio at the end of any Fiscal Quarter
of Holdings to exceed 5.25:1.0.


 


Section 6.12        
Interest Coverage Ratio. The Borrower will not permit the Interest Coverage Ratio as of the end of any Fiscal Quarter
to be less than 2.25:1.0.


 


Section 6.13Anti-Terrorism
Law. The Loan Parties shall not (i) conduct any business or engage in making or receiving any contribution of funds,
goods or services to or for the benefit of any Person described in Section 3.21 above, (ii) deal in, or
otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order
or any other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the Loan
Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable
discretion, confirming the Loan Parties’ compliance with this Section 6.13).


 






    	 	102	 



     

    

Section 6.14Embargoed
Person. At all times throughout the term of the Loans, (a) none of the funds or assets of the Loan Parties that are
used to repay the Loans shall constitute property of, or shall be beneficially owned directly or, to the knowledge of any Loan
Party, indirectly by, any Person subject to sanctions or trade restrictions under United States law (“Embargoed
Person” or “Embargoed Persons”) that is identified on (1) the “List
of Specially Designated Nationals and Blocked Persons”
(the “SDN List”) maintained by the Office of Foreign Assets
Control (“OFAC”) (available at or through http://www.ustreas.gov/offices/enforcement/ofac/),
U.S. Department of the Treasury, and/or to the knowledge of any Loan Party, as of the date thereof, based upon reasonable inquiry
by such Loan Party, on any other similar list (“Other List”) maintained by OFAC pursuant to
any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§
1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder,
with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by law, or the Loans made
by the Lenders would be in violation of law or (2) the Executive Order, any related enabling legislation or any other similar Executive
Orders (collectively, “Executive Orders”), and (b) no Embargoed Person shall have any direct
interest, and to the knowledge of any Loan Party, as of the Restatement Date, based upon reasonable inquiry by any Loan Party,
indirect interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the Loan Parties (whether
directly or indirectly) is prohibited by law or the Loans are in violation of law.


 


Section 6.15Anti-Money
Laundering. At all times throughout the term of the Loans, to the knowledge of any Loan Party, as of the Restatement
Date, based upon reasonable inquiry by such Loan Party, none of the funds of such Loan Party that are used to repay the Loans shall
be derived from any unlawful activity with the result that the investment in the Loan Parties (whether directly or indirectly),
is prohibited by law or the Loans would be in violation of law.


 


ARTICLE VII



EVENTS OF DEFAULT


 


Section 7.01        
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall
constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and
(ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:


 


(a)               
The Borrower shall default (i) in the payment when due of any principal of any Loan or any reimbursement obligation in respect
of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for
a period of five Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously
invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document
(and such default shall continue unremedied for a period of five Business Days).


 


(b)              
Any representation or warranty of any Loan Party made or deemed to be made hereunder or in any other Loan Document or any
other writing or certificate furnished by or on behalf of any Loan Party to the Administrative Agent, the Issuing Bank or any Lender
for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material
respect (or, if qualified by materiality or reference to Material
Adverse Effect, in all respects) when made or deemed made.


 






    	 	103	 



     

    

(c)               
The Borrower shall default in the due performance and observance of any of its obligations under clause (f), (g), (i) or
(k) of Section 5.01 or any Loan Party or any of their Subsidiaries shall fail to comply with clause (a) of Section 5.02,
Section 5.19 or Article VI.


 


(d)              
Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs
(a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period
of 30 days after the date written notice of such default is delivered by the Administrative Agent to the Borrower or by any Loan
Party to the Administrative Agent pursuant to Section 5.01(f).


 


(e)               
A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise,
of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material
Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness
or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such
Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or
to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.


 


(f)               
Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $7.515
million individually or in the aggregate shall be rendered against Holdings or any of its Subsidiaries (or any combination thereof)
and


 


(i)                
enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;


 


(ii)              
such judgment has not been stayed, vacated or discharged within 60 days of entry; or


 


(iii)            
there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement
of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured
against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than
an Affiliate of the Borrower.


 


(g)               
Any of the following events shall occur:


 


(i)                
the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan
if, as a result of such termination, a Loan Party or any ERISA Affiliate could expect to incur a liability or obligation to such
Pension Plan which could reasonably be expected to have a Material Adverse Effect; or


 


(ii)              
an ERISA Event, or termination, withdrawal or noncompliance with Applicable Law or plan terms with respect to Foreign Plans,
shall have occurred that gives rise to a Lien on the assets of any Loan Party or a Subsidiary or, when taken together with all
other ERISA Events and terminations, withdrawals and noncompliance with respect to Foreign Plans that have occurred, could reasonably
be expected to have a Material Adverse Effect.


 


(h)              
Any Change in Control shall occur.


 


(i)                
Any Loan Party or any of their Subsidiaries shall


 






    	 	104	 



     

    

(i)                
cease to be Solvent or generally fail to pay debts as they become due;


 


(ii)              
apply for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any Loan
Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit
of creditors;


 


(iii)            
in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver,
sequestrator or other custodian for any Loan Party or any of such Subsidiaries or for a substantial part of the property of any
thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided
that each Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in
any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan
Documents;


 


(iv)            
permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding
under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding (except to the extent permitted
by Section 6.03(b)), in respect of any Loan Party or any such Subsidiary and, if any such case or proceeding is not commenced
by such Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by such Loan Party or such
Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; provided
that each Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in
any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the
Loan Documents; or


 


(v)              
take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing,
or in furtherance of, any of the foregoing.


 


(j)                
The obligations of Holdings or any Subsidiary Loan Party under the Guaranty Agreement, as applicable, shall cease to be
in full force and effect or any such Loan Party shall repudiate its obligations thereunder.


 


(k)              
Any Lien on Collateral having a fair market value in excess of $5.0 million purported to be created under any Security Document
shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien, with the priority required
by the applicable Security Document.


 


Section 7.02        
Action if Bankruptcy. If any Event of Default described in clauses (i) through (v) of Section 7.01(i) shall
occur, the Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of all
outstanding Loans and all other Obligations (other than Hedging Obligations and Cash Management Obligations) shall automatically
be and become immediately due and payable, without notice or demand, all of which are hereby waived by the Borrower.


 


Section 7.03        
Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i)
through (v) of Section 7.01(i)) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative
Agent, upon the direction of the Requisite Lenders, shall by written notice to the Borrower and each Lender declare all or any
portion of the outstanding principal amount of the Loans and other Obligations (other than Hedging Obligations and Cash Management
Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full
unpaid amount of such Loans and other Obligations (other than Hedging Obligations and Cash Management Obligations) which shall
be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment and/or,
as the case may be, the Commitments shall terminate.


 






    	 	105	 



     

    

Section 7.04        
Action if Event of Termination. Upon the occurrence and continuation of any Event of Termination, the Requisite Lenders
may, by notice from the Administrative Agent to the Borrower and the Lenders (except if an Event of Termination described in clauses
(i) through (v) of Section 7.01(i) shall have occurred, in which case the Commitments (if not theretofore terminated) shall,
without notice of any kind, automatically terminate) declare their Commitments terminated, and upon such declaration the Lenders
shall have no further obligation to make any Loans hereunder. Upon such termination of the Commitments, all accrued fees and expenses
shall be immediately due and payable.


 


Section 7.05        
Crediting of Payments and Proceeds. Subject to Section 5.4 of the Collateral Agreement and Article IV of each
Mortgage, in the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations (other than Hedging
Obligations and Cash Management Obligations) have been accelerated pursuant to this Article VII, all payments received by
the Lenders upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied:


 


First, to payment of that portion of
the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative
Agent in its capacity as such and the Issuing Bank in its capacity as such (ratably among the Administrative Agent and the Issuing
Bank in proportion to the respective amounts described in this clause First payable to them);


 


Second, to payment of that portion of
the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders, including
attorney fees (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable
to them);


 


Third, to payment of that portion of
the Obligations constituting accrued and unpaid interest on the Loans and L/CLC
Disbursements (ratably among the Lenders in proportion to the respective amounts described in this clause Third payable
to them);


 


Fourth, to payment of that portion of
the Obligations constituting unpaid principal of the Loans and L/CLC
Disbursements and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) and
Cash Management Obligations (ratably among the Lenders or their AffiliatesSecured
Parties in proportion to the respective amounts described in this clause Fourth held by them);


 


Fifth, to the Administrative Agent for
the account of the Issuing Bank, to cash collateralize any L/CLC
Exposure then outstanding; and


 


Last, the balance, if any, after all
of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.


 


Notwithstanding the foregoing, Hedging Obligations
and Cash Management Obligations shall be excluded from the application described above if the Administrative Agent has not received
written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable
Cash Management Bank or Secured Hedging Provider, as the case may be. Each Cash Management Bank or Secured Hedging Provider not
a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to
have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article VIII for itself
and its Affiliates as if a “Lender” party hereto.


 






    	 	106	 



     

    

Section 7.06        
Rights and Remedies Cumulative; Non-Waiver; etc. The enumeration of the rights and remedies of the Administrative
Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent
and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative,
and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter
exist at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or
any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power
or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrower, the Administrative
Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of
this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default.


 


ARTICLE VIII



THE ADMINISTRATIVE AGENT


 


Section 8.01        
Appointment and Authority. Each of the Lenders and theeach
Issuing Bank hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other
Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated
to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing BankBanks,
and neither the BorrowerHoldings
nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions.


 


It
is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar
term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to
create or reflect only an administrative relationship between contracting parties.


 


The
Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including
in its capacity as a potential Secured Hedging Provider or Cash Management Bank) and the Issuing Banks hereby irrevocably appoints
and authorizes the Administrative Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding
and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with
such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents
or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “collateral
agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article
VIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents,
or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits
of all provisions of Articles VII and IX (including Section 9.03, as though such co-agents, sub-agents and attorneys-in-fact were
the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.


 


Section 8.02        
Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the
term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and
its Affiliates may accept deposits from, lend money to, own securities
of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business
with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.


 






    	 	107	 



     

    

Section 8.03        
Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly
set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:


 


(a)               
shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(b)              
shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as
directed in writing by the Requisite Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action
that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any
Loan Document or Applicable Law, including, for the avoidance of
doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification
or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and


 


(c)               
shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not
be liable for the failure to disclose, any information relating to Holdings,
the Borrower or any of itstheir
respective Subsidiaries or Affiliates that is communicated
to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


The Administrative Agent shall not be liable
for any action taken or not taken by it (i) with the consent or at the request of the Requisite Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Section 9.02 and Sections 7.02, 7.03 and 7.04) or (ii) in the
absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable
judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such
Default is given to the Administrative Agent by the Borrower, a Lender or thean
Issuing Bank.


 


The Administrative Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this
Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith (including, without limitation,
any report provided to it by an Issuing Bank pursuant to Section 2.06(k)), (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv)
the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument
or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent.


 






    	 	108	 



     

    

Section 8.04        
Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including
any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying
thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit,
that by its terms must be fulfilled to the satisfaction of a Lender or thean
Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or thesuch
Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or thesuch
Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with
legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


Section 8.05        
Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and
powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent.
The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the
Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.


 


The
Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court
of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence
or willful misconduct in the selection of such sub agents.


 


Section 8.06        
Resignation of Administrative Agent.


 


(a)               
The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing BankBanks
and the Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, in consultation with
the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank
with an office in the United States. If no such successor shall have been so appointed by the Requisite Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or
such earlier day as shall be agreed by the Requisite Lenders) (the “Resignation Effective Date”), then
the retiring Administrative Agent may on behalf of the Lenders and the Issuing BankBanks,
appoint a successor Administrative Agent meeting the qualifications set forth above provided that;
provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has
been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.


 


(b)              
If the Person serving as Administrative Agent is a Defaulting Lender pursuant
to clause (d) of the definition thereof, the Requisite Lenders may, to the extent permitted by Applicable Law, by notice in writing
to the Borrower and such Person, remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor.
If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days
(or such earlier day as shall be agreed by the Requisite Lenders) (the “Removal Effective Date”), then such removal
shall nonetheless become effective in accordance with such notice on the Removal Effective Date.


 






    	 	109	 



     

    

(c)               
With effect from the Resignation Effective Date or the Removal Effective Date
(as applicable), if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying
Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and
(1) the retiring or removed Administrative Agent shall
be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders or the Issuing BankBanks
under any of the Loan Documents, the retiring or removed
Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed)
and (2) except for any indemnity payments owed to the retiring or
removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through
the Administrative Agent shall instead be made by or to each Lender and theeach
Issuing Bank directly, until such time as the Requisite Lenders appoint a successor Administrative Agent as provided for above
in this paragraphsection.
Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or retired) or
removed Administrative Agent, and the retiring or
removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this paragraphsection).
The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After the retiring or
removed Administrative Agent’s resignation or
removal hereunder and under the other Loan Documents, the provisions of this Article and Section 9.03 shall
continue in effect for the benefit of such retiring or removed Administrative
Agent, its subagentssub-agents
and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or
removed Administrative Agent was acting as Administrative Agent.


 


(d)              
(b) Any resignation by,
or removal of, Wells Fargo as Administrative Agent pursuant to this Section shall also constitute its resignation
as an Issuing Bank and the
Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (ai)
such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing
Bank and Swingline Lender, (bii)
the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder
or under the other Loan Documents, and (ciii)
the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or make other arrangementarrangements
satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such
Letters of Credit.


 


Section 8.07        
Non-Reliance on Administrative Agent and Other Lenders. Each Lender and theeach
Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or
any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender and theeach
Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender
or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue
to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.


 


Section 8.08        
No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the syndication agents, documentation
agents, co-agents, book manager, lead manager, Arrangers, or co-arranger listed on the cover page or signature pages hereof shall
have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, a Lender or thean
Issuing Bank hereunder.


 






    	 	110	 



     

    

Section 8.09        
Collateral and Guaranty Matters. The LendersEach
of the Lenders (including in its or any Affiliates’ capacities as a Secured Hedging Provider or Cash Management Bank)
irrevocably authorize the Administrative Agent, at its option and in its discretion (without notice to, or vote or consent of,
any Secured Hedging Provider or Cash Management Bank, in its capacity as such):


 


(a)               
to release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable benefit of itself
and the other Secured Parties (whether or not on the date of such release there may be outstanding Hedging Obligations or Cash
Management Obligations), under any Loan Document (i) upon repayment of the outstanding
principal of and all accrued interest on the Loans and Reimbursement Obligations, payment of all outstanding fees and expenses
hereunder, the termination of the Revolving Commitment and the expiration or termination of all Letters of Credit, (ii) that is
sold or to be sold to a Person other than a Loan Party as
part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 9.02,
if approved, authorized or ratified in writing by the Requisite Lenders;


 


(b)              
to subordinate or release any Lien on any Collateral (whether or not on the date of such subordination or release there
may be outstanding Hedging Obligations or Cash Management Obligations) granted to or held by the Administrative Agent under any
Loan Document to the holder of any Permitted Lien; and


 


(c)               
to release any guarantorSubsidiary
Loan Party (whether or not on the date of such release there may be outstanding Hedging Obligations or Cash Management
Obligations) from its obligations under the Guaranty Agreement, the Security Documents and any other Loan Documents if such Person
ceases to be a Subsidiary as a result of a transaction permitted hereunder.


 


Upon request by the Administrative Agent at
any time, the Requisite Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its
interest in particular types or items of property, or to release any guarantorSubsidiary
Loan Party from its obligations under the Guaranty Agreement,
the Security Documents and the other Loan Documents pursuant to this Section.


 


Section 8.10        
Secured Hedge Agreements and Secured Cash Management Agreements. No Cash Management
Bank or Secured Hedging Provider that obtains the benefits of Section 7.05 or any Collateral by virtue of the provisions hereof
or of any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder
or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral)
other than in its capacity as the Administrative Agent or a Lender and, in such case, only to the extent expressly provided in
the Loan Documents. Notwithstanding any other provision of this Article VIII to the contrary, the Administrative Agent shall not
be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Cash Management Obligations
or Hedging Obligations unless the Administrative Agent has received written notice of such Cash Management Obligations and Hedging
Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management
Bank or Secured Hedging Provider, as the case may be.


 






    	 	111	 



     

    

ARTICLE IX



MISCELLANEOUS


 


Section 9.01        
Notices.


 


(a)               
Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone
(and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:


 


If to the Borrower:                121 South 17th
Street

Mattoon, Illinois 61938

Attention: Steve Childers

Telecopy No.: (217) 234-9934

E-mail: steve.childers@consolidated.com



Attention: Matthew Smith

Telecopy No.: (217) 234-9934

E-mail: matthew.smith@consolidated.com


 


With copies to:                     Schiff Hardin
LLP
 6600 Sears Tower
 233 South Wacker Drive
 Chicago, Illinois 60606-6473
 Attention of: Alexander
Young
 Telecopy No.: (312) 258-5600
 E-mail: ayoung@schiffhardin.com


 


If to Wells Fargo as


Administrative Agent


or in
its capacity as


Issuing Bank:                       Wells Fargo Bank,
National Association
 MAC D1109-019
 1525 West W.T. Harris Blvd.
 Charlotte, NC 28262
 Attention of: Syndication
Agency Services
 Telephone No.: (704) 590-2703
 Facsimile No.: (704) 715-0092


 


With copies to:                    Wells Fargo Bank,
National Association

MAC E2616-290

230 W. Monroe St

29th Floor, Suite 1250

Chicago, IL 60606

Attention of: Siamak Saidi

Telephone No.: (312) 845-4523

Telecopy No.: (312) 553-4783McGuireWoods LLP

201 North Tryon Street, Suite 3000D5013-144

301 South College Street

14th Floor









    	 	112	 



     

    

Charlotte, North Carolina NC
28202

Attention of: Eric L. BurkKieran
Mahon

Telephone No.: (704) 373-8969

Telecopy715-5575

Email: No.: (444-8826

E-mail: eburk@mcguirewoods.comKieran.Mahon@wellsfargo.com


 


If to any Lender:To the address set forth on the Register


 


Notices sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be
deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed
to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic
communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


 


(b)              
Electronic Communications. Notices and other communications to the Lenders and the Issuing BankBanks
hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant
to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender
or theany
Issuing Bank pursuant to Article II or III if such
Lender or thesuch
Issuing Bank, as applicable, has notified the Administrative Agent that it
is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or
communications.


 


Unless the Administrative Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if
such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication
shall be deemed to have been sent at the opening of business on the next business day for the recipient,
and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address therefor,
provided that for both clauses (i) and (ii) if such
notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall
be deemed to have been sent at the opening of business on the next Business
Day for the recipient.


 


(c)               
Administrative Agent’s Office. The Administrative Agent hereby designates its office located at the address
set forth above, or any subsequent office which shall have been specified for such purpose by written notice to the Borrower and
Lenders, as the office to which payments due are to be made and at which Loans will be disbursed and Letters of Credit requested.


 


(d)              
Change of Address, Etc. Any party hereto may change its address or telecopier number for notices and other communications
hereunder by notice to the other parties hereto.


 


(e)               
Platform.


 






    	 	113	 



     

    

(i)                
Each Loan Party agrees that the Administrative Agent may, but shall not be
obligated to, make the Borrower Materials available to the Issuing Banks and the other Lenders by posting the Borrower Materials
on the Platform.


 


(ii)              
The Platform is provided “as is” and “as available.”
The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the
Platform, and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express,
implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement
of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower
Materials or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to any Loan Party, any Lender or any other Person or entity for losses, claims, damages, liabilities
or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s
transmission of communications through the Internet (including, without limitation, the Platform), except to the extent that such
losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall
any Agent Party have any liability to any Loan Party, any Lender, any Issuing Bank or any other Person for indirect, special, incidental,
consequential or punitive damages, losses or expenses (as opposed to actual damages, losses or expenses).


 


(f)                
Private Side Designation. Each Public Lender agrees to cause at least one
individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar
designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance
with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities
Applicable Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information”
portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for
purposes of United States Federal or state securities Applicable Laws.


 


Section 9.02        
Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any
term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders,
and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Requisite
Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and delivered to the Administrative Agent and,
in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall:


 


(a)               
[Intentionally Omitted]


 


(b)              
[Intentionally Omitted]


 


(c)               
amend, modify or waive Section 4.02 or any other provision of this Agreement if the effect of such amendment, modification
or waiver is to require the Revolving Lenders to make Revolving Loans when such Revolving Lenders would not otherwise be required
to do so without the prior written consent of the Requisite Revolving Lenders;


 






    	 	114	 



     

    

(d)              
extend or increase the Revolving Commitment of any Lender (or reinstate any Revolving Commitment terminated pursuant to
Sections 7.02, 7.03 or 7.04) or increase the
amount of Loans of any Lender without the written consent of such Lender;


 


(e)               
postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding prepayments) of principal,
interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory
reduction of the Revolving Commitment hereunder or under any other Loan Document without the written consent of
each Lender directly affected thereby;


 


(f)               
reduce the principal of, or the rate of interest specified herein on, any Loan or reimbursement obligation (pursuant to
Section 2.06(e)), or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder
or under any other Loan Document without the written consent of each Lender directly affected thereby; provided
that only the consent of the Requisite Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at
the rate set forth in Section 2.08(c) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder
(or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or
reimbursement obligation or to reduce any fee payable hereunder;


 


(g)               
change Section 2.13 or 7.05 in a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender directly affected thereby;


 


(h)              
change Sections 2.05(d) or 2.13(c) in a manner that would alter the order of application of amounts prepaid
pursuant thereto without the written consent of each Lender directly affected thereby;


 


(i)                
change any provision of this Section or the definition of “Requisite Lenders” (except as otherwise provided
in Section 2.21) or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of
each Lender directly affected thereby;


 


(j)                
release all of the guarantors or release guarantors comprising substantially all of the credit support for the Obligations,
in either case, from the Guaranty Agreement (other than as authorized in Section 8.09), without the written consent of each
Lender; or


 


(k)              
release all or a material portion of the Collateral or release any Security Document (other than as authorized in Section
8.09 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without
the written consent of each Lender;


 


provided further, that (i) no amendment, waiver or consent
shall, unless in writing and signed by theeach
affected Issuing Bank in addition to the Lenders required above, affect the rights or duties of thesuch
Issuing Bank under this Agreement or any Letter of Credit Applicationletter
of credit application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or
consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights
or duties of the Swingline Lender under this Agreement or any other
Loan Document; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent
in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any
other Loan Document; and (iv) each of the Engagement Letter and the Administrative
Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto,
and (v) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment
shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent
and the Borrower shall have jointly identified an obvious error or any error, ambiguity, defect or inconsistency or omission of
a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting
Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the Revolving
Commitment of such Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or
modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more
adversely than other affected Lenders shall require the consent of such Defaulting Lender.


 






    	 	115	 



     

    

In addition, notwithstanding the foregoing,
this Agreement and the other Loan Documents may be amended with the written consent of the Administrative Agent, the Borrower and
the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term
Loans of any Class (the “Refinanced Term Loans”) with a replacement term loan tranche hereunder (the “Replacement
Term Loans”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed
the then outstanding aggregate principal amount of the Refinanced Term Loans, (b) the weighted average interest margin for such
Replacement Term Loans shall not be higher than the weighted average interest rate margin for such Refinanced Term Loans (in each
case as reasonably determined by the Administrative Agent in accordance with customary financial practice), (c) the Weighted Average
Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced
Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be substantially
identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced
Term Loans in effect immediately prior to such refinancing. Any refinancing of any Class of Term Loans as described above shall
be subject to the prepayment provisions of Section 2.05.


 


Section 9.03        
Expenses; Indemnity.


 


(a)               
Costs and Expenses. The Borrower and each other Loan Party, jointly and severally, shall pay (i) all reasonable out
of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements
of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the
preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated), (ii) all reasonable out of pocket expenses incurred by theany
Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all reasonable out of pocket expenses incurred by the Administrative Agent, any Lender or theany
Issuing Bank (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender
or the Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and
the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit
issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.


 


(b)              
Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any subagent thereof),
each Lender and theeach
Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims,
penalties (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities
and related reasonable expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred
by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out
of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement
or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use
or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter
of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower
or any of its Subsidiaries, or any Environmental Claim related in any way to the Borrower or any of its Subsidiaries, (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract,
tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether
any Indemnitee is a party thereto, or (v) any claim, penalties (including, without limitation, any Environmental Claims or civil
penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not the Administrative Agent or
any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans,
this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related reasonable expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or (y) arise out of a dispute that is solely between
Lenders in their capacities as Lenders (and not in any Lender’s capacity as Administrative Agent, Swingline Lender or Issuing
Bank) and not arising out of any act or omission of the Borrower
or any of its Subsidiaries or Affiliates or (z) result from a claim brought by the Borrower or any other Loan Party
against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document,
if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by
a court of competent jurisdiction.


 






    	 	116	 



     

    

(c)               
Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required
under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any subagent thereof), theany
Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or
any such subagent), thesuch
Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative
Agent (or any such subagent) or thesuch
Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent
(or any such subagent) or such Issuing Bank in connection
with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.13(b).


 


(d)              
Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, the Borrower shall not assert,
and hereby waivewaives,
any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby or thereby,
the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee
referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information
or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection
with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 






    	 	117	 



     

    

(e)               
Payments. All amounts due under this Section shall be payable promptly after demand therefor.


 


(f)                
Survival. Each Party’s obligations under this Section shall survive
the termination of the Loan Documents and the payment of its obligations hereunder.


 


Section 9.04        
Right of Set Off. If an Event of Default shall have occurred and be continuing, each Lender, theeach
Issuing Bank, the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time,
to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by
such Lender, thesuch
Issuing Bank, the Swingline Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan
Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement
or any other Loan Document to such Lender, the Issuing Bank or the Swingline Lender, irrespective of whether or not such Lender,
thesuch
Issuing Bank or thesuch
Swingline Lender or any such Affiliate shall have
made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party
may be contingent or unmatured or are owed to a branch or office of such Lender, thesuch
Issuing Bank or,
the Swingline Lender or any such Affiliate different
from the branch or office holding such deposit or obligated on such indebtedness;
provided that in the event that any Defaulting Lender or any Affiliate thereof shall exercise any such right of setoff, (x) all
amounts so setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions
of Section 2.23 and, pending such payment, shall be segregated by such Defaulting Lender or Affiliate of a Defaulting Lender from
its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, the Swingline Lender and
the Lenders, and (y) the Defaulting Lender or its Affiliate shall provide promptly to the Administrative Agent a statement describing
in reasonable detail the Obligations owing to such Defaulting Lender or any of its Affiliates as to which such right of setoff
was exercised. The rights of each Lender, theeach
Issuing Bank, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, thesuch
Issuing Bank, the Swingline Lender or their respective Affiliates may have. Each Lender, thesuch
Issuing Bank and the Swingline Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff
and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.


 


Section 9.05        
Governing Law; Jurisdiction, Etc.


 


(a)               
Governing Law. This Agreement and the other Loan Documents, unless expressly set forth therein, shall be governed
by, and construed in accordance with, the law of the State of New York.


 


(b)              
Submission to Jurisdiction. The Borrower and each other Loan Party irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and
each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may
be heard and determined in such New York state court or, to the fullest extent permitted by Applicable Law, in such Federal court.
Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other
Loan Document shall affect any right that the Administrative Agent, any Lender or the Issuing Bank may otherwise have to bring
any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or
its properties in the courts of any jurisdiction.


 






    	 	118	 



     

    

(c)               
Waiver of Venue. The Borrower and each other Loan Party irrevocably and unconditionally waives, to the fullest extent
permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section.
Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.


 


(d)              
Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices
in Section 9.01. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner
permitted by Applicable Law.


 


Section 9.06        
Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section 9.07        
Reversal of Payments. To the extent the Borrower makes a payment or payments to the Administrative Agent for the
ratable benefit of the Lenders or the Administrative Agent receives any payment or proceeds of the collateral which payments or
proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required
to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable
cause, then, to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to be satisfied shall be
revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent,
and each Lender and each Issuing Bank severally agrees to pay to the Administrative Agent upon demand its applicable ratable share
(without duplication) of any amount so recovered from or repaid by the Administrative Agent plus interest thereon at a per annum
rate equal to the Federal Funds Rate from the date of such demand to the date such payment is made to the Administrative Agent.


 


Section 9.08        
Injunctive Relief. The Borrower recognizes that, in the event the Borrower fails to perform, observe or discharge
any of its obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the Lenders.
Therefore, the Borrower agrees that the Lenders, at the Lenders’ option, shall be entitled to temporary and permanent injunctive
relief in any such case without the necessity of proving actual damages.


 


Section 9.09        
Accounting Matters. If at any time any change in GAAP would affect the computation of any financial ratio or requirement
set forth in any Loan Document, and either the Borrower or the Requisite Lenders shall so request, the Administrative Agent, the
Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Requisite Lenders); provided that, until so amended, (i)
such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower
shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement
or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP.


 






    	 	119	 



     

    

Section 9.10        
Successors and Assigns; Participations.


 


(a)               
Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other
Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance
with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to
the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be
null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this
Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)              
Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans at the time owing to
it); provided that any such assignment shall be subject to the following conditions:


 


(i)                
Minimum Amounts.


 


(A)             
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and Loans at the
time owing to it (in each case with respect to any credit facility
provided for hereunder) or contemporaneous assignments to related Approved Funds (determined
after giving effect to such assignments) that equal at least the amount specified in paragraph (b)(i)(B) of this
Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
amount need be assigned; and


 


(B)             
in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding
balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in
the Assignment and Assumption, as of the Trade Date) shall not be less than $1.0 million, in the case of any assignment in respect
of any Revolving Loans or Revolving Commitments, or $1.0 million, in the case of any assignment in respect of any Term Loans, unless
each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed); provided that, with respect to any assignment of Term Loans,
the Borrower shall be deemed to have given its consent seven (7) Business Days after the date written notice thereof has been delivered
by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such
seventh (7th) Business Day.


 






    	 	120	 



     

    

(ii)              
Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned,
except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among
separate classes on a non-pro rata basis.


 


(iii)            
Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B)
of this Section and, in addition:


 


(A)             
the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event
of Default has occurred and is continuing at the time of such assignment or;
(y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; or
(z) the assignment is made in connection with the primary syndication of the credit facilities and during the period commencing
on the Restatement Date and ending on the date that is ninety (90) days following the Restatement Date; provided
that, with respect to any assignment of Term Loans, the Borrower shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Administrative Agent within seven (7) Business Days after having received notice
thereof; and provided further that the Borrower’s consent shall
not be required during the primary syndication;


 


(B)             
the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for
assignments in respect of (i) Revolving Loans or Revolving Commitments if such assignment is to a Person that is not a Lender with
a Revolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) Term Loans to a Person
who is not a Lender, an Affiliate of a Lender or an Approved Fund; and


 


(C)             
the consents of the Issuing BankBanks
and the Swingline Lender (such consents not to be unreasonably withheld or delayed) shall be required for any assignment of Revolving
Loans or Revolving Commitments.


 


(iv)            
Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment; provided that (A)
only one such fee will be payable in connection with simultaneous assignments to two or more Approved Funds by a Lender and (B)
the Administrative Agent may, in its sole discretion, elect to waive such processing and recording fee in the case of any assignment.
The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)              
No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of its Affiliates or
Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries or any Person who, upon becoming a Lender hereunder, would
constitute any of the foregoing Persons described in this clause (B).


 


(vi)            
No Assignment to Natural Persons. No such assignment shall be made to a natural person (or
a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).


 






    	 	121	 



     

    

(vii)          
Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender
hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein,
the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient,
upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations,
or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable
pro rata share of Loans previously requested, but not funded by, the Defaulting Lender, to each of which the applicable
assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting
Lender to the Administrative Agent, the Issuing LendersBanks,
the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate)
its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its
Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting
Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the
assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12,
2.14, 2.15, 2.16, 2.17 and 9.03 with respect to facts and circumstances occurring prior to the
effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties,
no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that
Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with paragraph (d) of this Section (other
than a purported assignment to a natural Person or the Borrower or any of the Borrower’s Subsidiaries or Affiliates, which
shall be null and void).


 


(c)               
Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall
maintain at one of its offices in Charlotte, North Carolina, a copy of each Assignment and Assumption and
each Incremental Facility Amendment delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitment of, and principal amounts of (and stated interest on) the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and
the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower and any Lender (but only to the extent of entries in the Register that are applicable
to such Lender), at any reasonable time and from time to time upon reasonable prior notice.


 


(d)              
Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative
Agent, sell participations to any Person (other than a natural person (or
a holding company, investment vehicle or trust for or owned and operated for the primary benefit of, a natural Person) or
the Borrower or any of its Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the
Issuing BankBanks,
the Swingline Lender and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.
For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.03(c) with respect to payments
made by such Lender to its Participant(s).


 






    	 	122	 



     

    

Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or
modification described in the first proviso to Section 9.02 that directly affects such Participant. Subject
to paragraph (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12,
2.14, 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section; provided that
such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.20 as if it were an assignee under paragraph
(b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.15 or 2.16, with respect to
any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to
receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.
Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with
the Borrower to effectuate the provisions of Section 2.20 with respect to any Participant. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 9.04 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.19 and Section
7.05 as though it were a Lender.


 


Each Lender that sells a participation shall,
acting solely for this purpose as ana
non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the
Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose
all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to
the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall
be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 


(e)               
Limitations upon Participant Rights. A Participant shall not be entitled to receive
any greater payment under Sections 2.15 and 2.16 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Lender organized under
the laws of a jurisdiction other than the United States or any state or political subdivision thereof if it were a Lender shall
not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold
to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16(d)
as though it were a Lender.[Reserved].


 






    	 	123	 



     

    

(f)               
Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights
under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations
to a Federal Reserve Bank or other central banking authority; provided that no such pledge or assignment shall release such
Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(g)              
Cashless Settlement. Notwithstanding anything to the contrary contained in
this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing,
extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement
mechanism approved by the Borrower, the Administrative Agent and such Lender.


 


Section 9.11        
Confidentiality. Each of the Administrative Agent, the Lenders and the Issuing Bank
agreesBanks agree to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its
and its Affiliates’ Related Parties in connection with the
credit facility established hereunder, this Agreement, the transactions contemplated hereby or in connection with marketing of
services by such Affiliate or Related Party to Holdings, the Borrower or any of their respective Subsidiaries (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential) (it being understood that the Persons to whom such disclosure is made will
be informed of the confidential nature of such Information and instructed to keep such Information confidential on the same terms
as provided herein), (b) to the extent requested by or required to be disclosed to, any rating agency or any regulatory or similar
authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the
National Association of Insurance Commissioners) or in accordance
with the Administrative Agent’s, any Issuing Bank’s
or any Lender’s regulatory compliance policy if the Administrative
Agent, such Issuing Bank or such Lender, as applicable,
deems such disclosure to be necessary for the mitigation
of claims by those authorities against the Administrative Agent,
such Issuing Bank or such Lender, as applicable, or any of its Related Parties (in which case, the Administrative Agent, such Issuing
Bank or such Lender, as applicable, shall use commercially reasonable efforts to, except with respect to any audit or examination
conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly
notify the Borrower, in advance, to the extent practicable and otherwise permitted by Applicable Law), (c) to the
extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e)
in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document (or any Hedging Agreement or Cash Management Agreement with a Lender
or the Administrative Agent)Secured Hedging Provider
or Cash Management Bank) or any action or proceeding relating to this Agreement, any other Loan Document or any such Hedging Agreement
or Cash Management Agreement or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement, Participant or proposed Participant, (ii) any actual
or prospective counterparty (or its advisorsRelated
Parties) to any swap or derivative transaction relatingunder
which payments are to be made by reference to the Borrower and its obligationsObligations,
this Agreement or payments hereunder, (iii) to an investor or prospective investor in an Approved Fund that also
agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee,
collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the administration,
servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency
that requires access to information regarding Holdings and its Subsidiaries, the Loans and the Loan Documents in connection with
ratings issued with respect to an Approved Fund, (g) on a confidential basis to (i) any rating agency in connection with rating
Holdings or its Subsidiaries or the credit facility established hereby or (ii) the CUSIP Service Bureau or any similar agency in
connection with the issuance and monitoring of CUSIP numbers with respect to the credit facility established hereby, (h) with the
consent of the Borrower, (i) to Gold Sheets and other similar bank trade publications, such information
to consist of deal terms and other information customarily found in such publicationsreported
to Thomson Reuters, other bank market data collectors and similar service providers to the lending industry and service providers
to the Administrative Agent and the Lenders in connection with the administration of the Loan Documents, (j) to
the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available
to the Administrative Agent, any Lender, theany
Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other
than the Borrower or (k) to governmental regulatory authorities in connection with any regulatory examination of the Administrative
Agent or any Lender or in accordance with the Administrative Agent’s
or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems
necessary for the mitigation of claims by those authorities against the Administrative Agent
or such Lender or any of its subsidiaries or affiliatesthird
party that is not, to such Person’s knowledge, subject to confidential obligations to the Borrower or (k) to the extent that
such information is independently developed by such Person, or (l) for purposes of establishing a “due diligence” defense.
For purposes of this Section, “Information” means all information received from the Borrower or any of its Subsidiaries
relating to the Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that
is available to the Administrative Agent, any Lender or theany
Issuing Bank on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries; provided that, in
the case of information received from the Borrower or any of its Subsidiaries after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree
of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 






    	 	124	 



     

    

Section 9.12        
Performance of Duties. Each of the Loan Party’s obligations under this Agreement and each of the other Loan
Documents shall be performed by such Loan Party at its sole cost and expense.


 


Section 9.13        
All Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative
Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any
of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations
remain unpaid or unsatisfied, any of the Revolving Commitment remains in effect.


 


Section 9.14        
Survival of Indemnities. Notwithstanding any termination of this Agreement, the indemnities to which the Administrative
Agent and the Lenders are entitled under the provisions of this Article IX and any other provision of this Agreement and
the other Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Lenders against
events arising after such termination as well as before.


 


Section 9.15        
Titles and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of,
this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.


 


Section 9.16        
Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without
invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability
of such provision in any other jurisdiction. In the event that any
provision is held to be so prohibited or unenforceable in any jurisdiction, the Administrative Agent, the Lenders and the Borrower
shall negotiate in good faith to amend such provision to preserve the original intent thereof in such jurisdiction (subject to
the approval of the Requisite Lenders).


 






    	 	125	 



     

    

Section 9.17        
Counterparts; Integration; Effectiveness; Electronic Execution.


 


(a)               
Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable
to the Administrative Agent, any Issuing Banks, the Swingline Lender
and/or an Arranger constitute the entire contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. In
the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor ofExcept
as provided in Section 3 of the Restatement Agreement, this Agreement shall become effective when it shall have been executed by
the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict
with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be
construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereofand
when the Administrative Agent shall have received counterparts of the Restatement Agreement that, when taken together, bear the
signatures of each of the other parties to the Restatement Agreement. Delivery of an executed counterpart of a signature page of
this Agreement or the Restatement Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format
shall be effective as delivery of a manually executed counterpart of this Agreement or the Restatement Agreement, as the case may
be.


 


(b)              
Electronic Execution of Assignments. The words “execution,” “signed,” “signature,”
and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


Section 9.18        
Term of Agreement. This Agreement shall remain in effect from the Restatement Date through and including the date
upon which all Obligations arising hereunder or under any other Loan Document shall have been indefeasibly and irrevocably paid
and satisfied in full and the Revolving Commitment has been terminated. No termination of this Agreement shall affect the rights
and obligations of the parties hereto arising prior to such termination or in respect of any provision of this Agreement which
survives such termination.


 


Section 9.19        
USA Patriot Act; Anti-Money Laundering Laws.
The Administrative Agent and each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) or
any other Anti-Money Laundering Laws, it is required to obtain, verify and record information that identifies the
Borrower and Subsidiarieseach Loan Party,
which information includes the name and address of the Borrower and each SubsidiaryLoan
Party and other information that will allow such Lender to identify the Borrower
or such Subsidiaryeach Loan Party
in accordance with the Act or such other Anti-Money Laundering Laws.


 






    	 	126	 



     

    

Section 9.20        
Independent Effect of CovenantsConflict
with Other Loan Documents. In the event there is a conflict or inconsistency between this Agreement and any other
Loan Document, the terms of this Agreement shall control; provided that any provision of the Security Documents which imposes
additional burdens on the Borrower or its Subsidiaries or further restricts the rights of the Borrower or its Subsidiaries or gives
the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement
and shall be given full force and effect.


 


Section 9.21        
Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit
Agreement, effective from and after the Restatement Date. The execution and delivery of this Agreement shall not constitute a novation
of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based
on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Date, the credit
facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and restated in their entirety
by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing
Credit Agreement, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein,
without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary
in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Date, reflect the respective
Revolving Commitments of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders
hereby authorizes the Administrative Agent to enter into the Reaffirmation Agreement on its behalf (such Lender’s signature
to this Agreement being conclusive evidence of such authorization).


 


[Signature Pages Follow]


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year
first written above.


 


CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.,
as Holdings


 


By:_________________________________

Name:______________________________

Title:________________________________


 


CONSOLIDATED COMMUNICATIONS, INC., as Holdings


 


By:_________________________________

Name:______________________________

Title:________________________________


 






    	 	127	 



     

    

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent, Swingline Lender, Issuing Bank and Lender


 


By:_________________________________

Name_______________________________

Title:________________________________


 


 


 


 






    	 	128	 



     

    

MORGAN STANLEY SENIOR FUNDING, INC., as
Lender


 


By:_________________________________

Name_______________________________

Title:________________________________


 


 


 


 






    	 	129	 



     

    

MORGAN STANLEY BANK, N.A., as Lender


 


By:_________________________________


Name_______________________________


Title:________________________________


 


 


 


 






    	 	130	 



     

    

THE ROYAL BANK OF SCOTLAND PLC, as Lender


 


By:_________________________________

Name_______________________________

Title:________________________________


 


 


 


 






    	 	131	 



     

    

[LENDER], as Lender


 


By:_________________________________

Name_______________________________

Title:________________________________


 


Section 9.22        
No Advisory or Fiduciary Responsibility.


 


(a)              
In connection with all aspects of each transaction contemplated hereby, each
Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for
hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver
or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrower
and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, and the Borrower
is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated
hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection
with the process leading to such transaction, each of the Administrative Agent, the Arrangers and the Lenders is and has been acting
solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders,
creditors or employees or any other Person, (iii) none of the Administrative Agent, the Arrangers or the Lenders has assumed or
will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated
hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other
Loan Document (irrespective of whether any Arranger or Lender has advised or is currently advising the Borrower or any of its Affiliates
on other matters) and none of the Administrative Agent, the Arrangers or the Lenders has any obligation to the Borrower or any
of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein
and in the other Loan Documents, (iv) the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range
of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and none
of the Administrative Agent, the Arrangers or the Lenders has any obligation to disclose any of such interests by virtue of any
advisory, agency or fiduciary relationship and (v) the Administrative Agent, the Arrangers and the Lenders have not provided and
will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including
any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted their own
legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.


 


(b)              
Each Loan Party acknowledges and agrees that each Lender, the Arrangers and
any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of Holdings, the Borrower,
any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as
if such Lender, Arranger or Affiliate thereof were not a Lender or Arranger or an Affiliate thereof (or an agent or any other person
with any similar role under the credit facilities established hereby) and without any duty to account therefor to any other Lender,
the Arrangers, Holdings, the Borrower or any Affiliate of the foregoing. Each Lender, the Arrangers and any Affiliate thereof may
accept fees and other consideration from Holdings, the Borrower or any Affiliate thereof for services in connection with this Agreement,
the credit facilities established hereby or otherwise without having to account for the same to any other Lender, the Arrangers,
the Borrower or any Affiliate of the foregoing.


 






    	 	132	 



     

    

Section 9.23        
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each
party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such
liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents
to, and acknowledges and agrees to be bound by:


 


(a)              
the application of any Write-Down and Conversion Powers by an EEA Resolution
Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution;
and


 


(b)              
the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)                
a reduction in full or in part or cancellation of any such liability;


 


(ii)              
a conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued
to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any
rights with respect to any such liability under this Agreement or any other Loan Document; or


 


(iii)            
the variation of the terms of such liability in connection with the exercise
of the Write-Down and Conversion Powers of any EEA Resolution Authority.


 


[End
of Document]


 


 









1
Conformed for that certain First Amendment to Second Amended and Restated Credit Agreement dated as of October 16, 2014.




 


 


133






    	 



     

    






 


EXHIBIT A


to


SecondThird
Amended and Restated Credit Agreement


dated as of December
23, 2013October 5, 2016


among


Consolidated Communications Holdings, Inc.,

as Parent GuarantorHoldings,

Consolidated Communications, Inc.,

as Borrower,

the Lenders party thereto,


as Lenders, and

Wells Fargo Bank, National Association,

as Administrative Agent, Issuing Bank and Swingline Lender


 


 


 


FORM OF BORROWING REQUEST


 






     


     

    

BORROWING REQUEST


 


 


Dated as of: _____________


 


 


Wells Fargo Bank, National Association,


   as Administrative Agent


MAC D 1109-019


1525 West W.T. Harris Blvd.


Charlotte, North Carolina 28262


Attention: Syndication Agency Services


 


Ladies and Gentlemen:


 


This irrevocable Borrowing
Request is delivered to you pursuant to Section [2.02][2.04] of the SecondThird
Amended and Restated Credit Agreement dated as of December 23, 2013October
5, 2016 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by
and among Consolidated Communications Holdings, Inc., a Delaware corporation (“Holdings”), Consolidated
Communications, Inc., an Illinois corporation (the “Borrower”), the financial institutions from time to time
party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent (in such capacity,
the “Administrative Agent”) for the Lenders.


 


1.The
Borrower hereby requests that the Lenders make a [Revolving Loan] [a Swingline Loan] [the Initial Term Loan] to the Borrower in
the aggregate principal amount of $___________. (Complete with an amount in accordance with
Section 2.02 or Section 2.04 of the Credit Agreement.)


 


2.The
Borrower hereby requests that such Loan be made on the following Business Day: _____________________. (Complete
with a Business Day in accordance with Section 2.02 of the Credit Agreement for Revolving Loans or Section 2.04 of
the Credit Agreement for Swingline Loans or the Restatement Date for Initial Term Loans.)


 


3.The
Borrower hereby requests that such Loan bear interest at the following interest rate, plus the Applicable Rate, as set forth
below:


 


	Component 

of Loan	
         

        Interest Rate
	Interest Period (LIBO

Rate only)	Termination Date for 

Interest Period 

(if applicable)
	 	[Alternate Base Rate or 

LIBO Rate]1	 	 


 


4.All of the conditions applicable
to the Loan requested herein as set forth in the Credit Agreement have been satisfied as of the date hereof and will remain satisfied
to the date of such Loan.


 


5.Capitalized terms used herein
and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


[Signature Page Follows]


 


__________________


1
Complete with (i) the Alternate Base Rate or the LIBO Rate for Revolving Loans, or Term Loans (provided that the LIBO Rate
shall not be available until three (3) Business Days after the Restatement Date) or (ii) the Alternate Base Rate for Swingline
Loans.



     


     

    




IN WITNESS WHEREOF,
the undersigned has executed this Notice of Borrowing
Request as of the day and year first written above.


 


 


 





	 	CONSOLIDATED COMMUNICATIONS, INC., as the Borrower
	 	 	 	 
	 	By:	 	 
	 	 	Name: 	 
	 	  	Title: 	 



 


 



 


 


 





Consolidated Communications, Inc.


Borrowing Request

Signature Page











     


     

    

EXHIBIT B


to


SecondThird
Amended and Restated Credit Agreement


dated as of December
23, 2013October 5, 2016


among


Consolidated Communications Holdings, Inc.,

as Parent GuarantorHoldings,

Consolidated Communications, Inc.,

as Borrower,

the Lenders party thereto,


as Lenders, and

Wells Fargo Bank, National Association,

as Administrative Agent, Issuing Bank and Swingline Lender


 


 


 


 


FORM OF ASSIGNMENT AND ASSUMPTION


 



     


     

    




ASSIGNMENT
AND ASSUMPTION


 


This Assignment and
Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered
into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules
hereto as “Assignees” (collectively, the “Assignees” and each an “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the
“Credit Agreement”), receipt of a copy of which is hereby acknowledged by each Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignees, and the Assignees hereby irrevocably purchase and assume from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity
as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under
the respective facilities identified below (including,
without limitation, any letters of credit, guarantees,
and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited
to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the
rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to
clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Each such sale
and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor.


 




	 	1.                 
Assignor:	[INSERT NAME OF ASSIGNOR]
	 	 	 
	 	2.                 
Assignees:	See Schedules attached hereto
	 	 	 
		3.                  Borrower:	Consolidated Communications, Inc., an Illinois corporation.
	 	 	 
	 	4.                  Administrative Agent:	Wells Fargo Bank, National Association, as the administrative agent under the Credit Agreement
	 	 	 
	 	5.                  Credit Agreement:	SecondThird
Amended and Restated Credit Agreement dated as of December 23, 2013,October
5, 2016, by and among Consolidated Communications Holdings, Inc., a Delaware corporation, as Parent
GuarantorHoldings, Consolidated Communications,
Inc., as Borrower, the Lenders party thereto, and Wells Fargo Bank, National Association,
as administrative agentthe
Administrative Agent (as amended, restated, supplemented or otherwise modified).
	 	 	 
	 	6.                   Assigned Interest:	See Schedules attached hereto



 


 



     


     

    




 





	 	[7.                  Trade Date:	______________]2
	 	 	 



 


 


 


 


[Remainder of Page Intentionally Left Blank]


 


 


 


 


 


 





__________________

2To
be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date.








     


     

    




Effective Date: _____________ ___, 20___
[TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


 


The terms set forth in this Assignment and Assumption are hereby
agreed to:





 





	 	ASSIGNOR
	 	[NAME OF ASSIGNOR]
	 	 	 
	 	 	 
	 	By:	 
	 	Title:
	 	 	 
	 	 	 
	 	ASSIGNEES
	 	 
	 	See Schedules attached hereto



 


 


 


 





Consolidated Communications, Inc.


Assignment and Assumption

Signature Page








     


     

    




[Consented to and]3
Accepted:


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Administrative Agent
[, Issuing Bank and Swingline Lender]


 


 


	By	 	 
	Title:	 



 


 


[Consented to:]4


 


CONSOLIDATED COMMUNICATIONS, INC.,

as Borrower


 


 


	By	 	 
	Title:	 



 


 


 


 



__________________


		3	To be added only if the consent of the Administrative Agent and/or the Swingline Lender and Issuing
Bank is required by the terms of the Credit Agreement. May also use a Master Consent.
	 	4	To
be added only if the consent of the Borrower is required by the terms of the Credit Agreement. May also use a Master Consent.



 





Consolidated Communications, Inc.


Assignment and Assumption

Signature Page
















     


     

    

SCHEDULE 1


To Assignment and Assumption


 


By its execution of this Schedule, the
Assignee agrees to the terms set forth in the attached Assignment and Assumption.


 


Assigned Interests:


 


	Facility Assigned5	
        Aggregate Amount of Commitment/

        Loans for all Lenders6
	
        Amount of Commitment/

        Loans Assigned7
	
        Percentage Assigned of Commitment/

        Loans8
	CUSIP Number
	 	$	$	%	 
	 	$	$	%	 
	 	$	$	%	 


 


 


	 	[NAME OF ASSIGNEE]9
	 	[and is an Affiliate/Approved Fund of [identify Lender]10]
	 	 	 
	 	 	 
	 	By:	 
	 	Title:



 


 


 


 


 


 


__________________


5 Fill in the appropriate terminology for the
types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,”
“Term Loan Commitment,” etc.)


6Amount to be adjusted by the counterparties
to take into account any payments or prepayments made between the Trade Date and the Effective Date.


7 Amount to be adjusted by the counterparties
to take into account any payments or prepayments made between the Trade Date and the Effective Date.


8
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


9Add additional signature blocks, as needed.


10
Select as applicable.


 





Consolidated Communications, Inc.


Assignment and Assumption

Signature Page
















     


     

    

ANNEX 1


to Assignment and Assumption


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1.Representations and Warranties.


 


1.1Assignor. The Assignor
(a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby;
and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with
the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries
or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower,
any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2.Assignees. Each Assignee
(a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it meets all the requirements to be an assignee under Section 9.10(b)(iii), (v) and (vi) of the Credit
Agreement (subject to receipt of such consents, if any, as may be required under Section 9.10(b)(iii) of the Credit Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and,
to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with
respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising
discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has
received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent
financial statements delivered pursuant to [Section 4.01(e)(i)]
[Section 5.01] thereof, as applicable, and
such other documents and information as it deems appropriate to make its own individual credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and (vii)
if it is a Lender organized under the laws of a jurisdiction other than the United States of America, attached to the Assignment
and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative
Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it
as a Lender.


 


2.Payments. From and after
the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date
and to the Assignees for amounts which have accrued from and after the Effective Date.


 



     


     

    




3.General Provisions. This
Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.


 


 


 


 


 


 






     


     

    

EXHIBIT C


to


SecondThird
Amended and Restated Credit Agreement


dated as of December
23, 2013October 5, 2016


among


Consolidated Communications Holdings, Inc.,

as Parent GuarantorHoldings,

Consolidated Communications, Inc.,

as Borrower,

the Lenders party thereto,


as Lenders, and

Wells Fargo Bank, National Association,

as Administrative Agent, Issuing Bank and Swingline Lender


 


 


FORM OF COMPLIANCE CERTIFICATE


 



     


     

    




COMPLIANCE CERTIFICATE


 


 


Dated as of: _____________


 


The undersigned, on
behalf of Consolidated Communications, Inc., an Illinois corporation ( the “Borrower”), hereby certifies to
the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:


 


1.This
certificate is delivered to you pursuant to Section 5.01(b) of the SecondThird
Amended and Restated Credit Agreement dated as of December 23, 2013October
5, 2016 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by
and among Consolidated Communications Holdings, Inc., a Delaware corporation (“Holdings”), the
Borrower, the financial institutions holding Loans or Commitments thereunder from time to time (the “Lenders”)
and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”)
for the Lenders. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


2.I have reviewed the financial
statements of Holdings dated as of _______________ and for the _______________ period[s] then ended and such statements fairly
present in all material respects the financial condition of Holdings as of the dates indicated and the results of their operations
and cash flows for the period[s] indicated.


 


3.I have reviewed the terms of
the Credit Agreement, and the related Loan Documents and have made, or caused to be made under my supervision, a review in reasonable
detail of the transactions and the condition of Holdings during the accounting period covered by the financial statements referred
to in Paragraph 2 above. Such review has not disclosed the existence during or at the end of such accounting period of any condition
or event that constitutes a Default or an Event of Default, nor do I have any knowledge of the existence of any such condition
or event as at the date of this certificate [except, if such condition or event existed or exists, describe the nature
and period of existence thereof and what action Holdings has taken, is taking and proposes to take with respect thereto].


 


4.The Available Cash, the Cumulative
Available Cash, the amount of Subject Payments made and calculations determining such figures are set forth on the attached Schedule
1. Holdings and its Subsidiaries are in compliance with each of the financial ratios and restrictions contained in the Financial
Covenants as shown on such Schedule 1.


 


[Signature Page Follows]


 



     


     

    




WITNESS the following
signatures as of the day and year first written above.


 


 





	 	CONSOLIDATED COMMUNICATIONS, INC.
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	  	Name:	 
	 	  	Title: 	 
	 	 	 	 



 


 


 

 





Consolidated Communications, Inc.


Compliance Certificate

Signature Page











     


     

    

Schedule 1


to


Compliance Certificate


 


 


[To be provided in a form acceptable to
the Administrative Agent]


 


 


 


 


 


 






     


     

    

EXHIBIT D-1


to


SecondThird
Amended and Restated Credit Agreement


dated as of December
23, 2013October 5, 2016


among


Consolidated Communications Holdings, Inc.,

as Parent GuarantorHoldings,

Consolidated Communications, Inc.,

as Borrower,

the Lenders party thereto,


as Lenders, and

Wells Fargo Bank, National Association,

as Administrative Agent, Issuing Bank and Swingline Lender


 


 


FORM OF INITIAL TERM LOAN NOTE


 






     


     

    

INITIAL TERM LOAN NOTE


 


 


_________, 20___


 


 


FOR VALUE RECEIVED,
the undersigned, CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), promises to pay
to _______________ (the “Lender”), at the place and times provided in the Credit Agreement referred to below,
the principal amount of all Initial Term Loans made by the Lender pursuant to that certain SecondThird
Amended and Restated Credit Agreement dated as of December 23, 2013October
5, 2016 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by
and among Consolidated Communications Holdings, Inc., as Parent Guarantora
Delaware corporation (“Holdings”), the Borrower, the Lenders who are
or may become party theretofinancial institutions
holding Loans or Commitments thereunder from time to time (the “Lenders”) and Wells Fargo Bank, National
Association, as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders. Capitalized terms used
herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


The unpaid principal
amount of this Initial Term Loan Note from time to time outstanding is subject to mandatory repayment from time to time as provided
in the Credit Agreement and shall bear interest as provided in Section 2.08 of the Credit Agreement. All payments of principal
and interest on this Initial Term Loan Note shall be payable in lawful currency of the United States of America in immediately
available funds to the account designated in the Credit Agreement.


 


This Initial Term Loan
Note is entitled to the benefits of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made
for a description of the security for this Initial Term Loan Note and for a statement of the terms and conditions on which the
Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Initial
Term Loan Note and on which such Obligations may be declared to be immediately due and payable.


 


THIS INITIAL TERM LOAN
NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


The Borrower hereby
waives all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement)
notice of any kind with respect to this Initial Term Loan Note.


 



     


     

    




IN WITNESS WHEREOF,
the undersigned have executed this Initial Term Loan Note under seal as of the day and year first above written.


 


 


	 	CONSOLIDATED COMMUNICATIONS, INC.
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	  	Name:	 
	 	  	Title: 	 
	 	 	 	 



 


 


 


 


 


 





Consolidated Communications, Inc.


Initial Term Loan Note

Signature Page











     


     

    

EXHIBIT D-2


to


SecondThird
Amended and Restated Credit Agreement


dated as of December
23, 2013October 5, 2016


among


Consolidated Communications Holdings, Inc.,

as Parent GuarantorHoldings,

Consolidated Communications, Inc.,

as Borrower,

the Lenders party thereto,


as Lenders, and

Wells Fargo Bank, National Association,

as Administrative Agent, Issuing Bank and Swingline Lender


 


 


FORM OF REVOLVING LOAN NOTE


 


 






     


     

    

REVOLVING LOAN NOTE


 


 


___________, 20___


 


 


FOR VALUE RECEIVED,
the undersigned, CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), promises to pay
to _______________ (the “Lender”), at the place and times provided in the Credit Agreement referred to below,
the unpaid principal amount of all Revolving Loans made by the Lender from time to time pursuant to that certain SecondThird
Amended and Restated Credit Agreement dated as of December 23, 2013October
5, 2016 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by
and among Consolidated Communications Holdings, Inc., as Parent Guarantor, thea
Delaware corporation (“Holdings”), Borrower, the Lenders who are or
may become party theretofinancial institutions holding
Loans or Commitments thereunder from time to time (the “Lenders”) and Wells Fargo Bank, National Association,
as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders. Capitalized terms used
herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


The unpaid principal
amount of this Revolving Loan Note from time to time outstanding is subject to mandatory repayment from time to time as provided
in the Credit Agreement and shall bear interest as provided in Section 2.08 of the Credit Agreement. All payments of principal
and interest on this Revolving Loan Note shall be payable in lawful currency of the United States of America in immediately available
funds to the account designated in the Credit Agreement.


 


This Revolving Loan
Note is entitled to the benefits of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made
for a description of the security for this Revolving Loan Note and for a statement of the terms and conditions on which the Borrower
is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Revolving Loan Note
and on which such Obligations may be declared to be immediately due and payable.


 


THIS REVOLVING LOAN
NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


The Borrower hereby
waives all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement)
notice of any kind with respect to this Revolving Loan Note.


 



     


     

    




IN WITNESS WHEREOF,
the undersigned have executed this Revolving Loan Note under seal as of the day and year first above written.


 





	 	CONSOLIDATED COMMUNICATIONS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


 




 


 


 


 


 





Consolidated Communications, Inc.


Revolving Loan Note

Signature Page











     


     

    

EXHIBIT E-1


to


SecondThird
Amended and Restated Credit Agreement


dated as of December
23, 2013October 5, 2016


among


Consolidated Communications Holdings, Inc.,

as Parent GuarantorHoldings,

Consolidated Communications, Inc.,

as Borrower,

the Lenders party thereto,


as Lenders, and

Wells Fargo Bank, National Association,

as Administrative Agent, Issuing Bank and Swingline Lender


 


 


 


FORM OF U.S.
TAX COMPLIANCE CERTIFICATE 


(NON-PARTNERSHIP
FOREIGN LENDERS)


 






     


     

    

U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the SecondThird
Amended and Restated Credit Agreement dated as of December 23, 2013 (October
5, 2016 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by
and among Consolidated Communications Holdings, Inc., a Delaware
corporation (“Holdings”), Consolidated Communications, Inc., an Illinois corporation (the “Borrower”),
the lenders who are or may become a party thereto, as Lenders,financial
institutions holding Loans or Commitments thereunder from time to time (the “Lenders”) and Wells Fargo
Bank, National Association, as administrative agent (in such capacity,
the “Administrative Agent”) for the Lenders.
Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


Pursuant to the provisions
of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial
owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b)
it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent (10%) shareholder of the Borrower
within the meaning of Section 881(c)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to the Borrower
as described in Section 881(c)(3)(C) of the Code.


The undersigned has
furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E.
By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrower and the Administrative Agent and (b) the undersigned shall have at all times furnished the
Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year
in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments.


 


 





	[NAME OF LENDER]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 




Date: ________ __, 20__


 


 


 






     


     

    

EXHIBIT E-2


to


SecondThird
Amended and Restated Credit Agreement


dated as of December
23, 2013October 5, 2016


among


Consolidated Communications Holdings, Inc.,

as Parent GuarantorHoldings,

Consolidated Communications, Inc.,

as Borrower,

the Lenders party thereto,


as Lenders, and

Wells Fargo Bank, National Association,

as Administrative Agent, Issuing Bank and Swingline Lender


 


 


 


FORM OF U.S.
TAX COMPLIANCE CERTIFICATE 


(NON-PARTNERSHIP
FOREIGN PARTICIPANTS)


 






     


     

    

U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the SecondThird
Amended and Restated Credit Agreement dated as of December 23, 2013 (October
5, 2016 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by
and among Consolidated Communications Holdings, Inc., a Delaware
corporation (“Holdings”), Consolidated Communications, Inc., an Illinois corporation (the “Borrower”),
the lenders who are or may become a party thereto, as Lenders,financial
institutions holding Loans or Commitments thereunder from time to time (the “Lenders”) and Wells Fargo
Bank, National Association, as administrative agent (in such capacity,
the “Administrative Agent”) for the Lenders.
Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


Pursuant to the provisions
of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial
owner of the participation in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section
881(c)(3)(A) of the Code, (c) it is not a ten percent (10%) shareholder of the Borrower within the meaning of Section 881(c)(3)(B)
of the Code and (d) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


The undersigned has
furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E.
By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender in writing and (b) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned,
or in either of the two (2) calendar years preceding such payments.


 


	[NAME OF PARTICIPANT]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 


Date: ________ __, 20__


 


 


 


 






     


     

    

EXHIBIT E-3


to


SecondThird
Amended and Restated Credit Agreement


dated as of December
23, 2013October 5, 2016


among


Consolidated Communications Holdings, Inc.,

as Parent GuarantorHoldings,

Consolidated Communications, Inc.,

as Borrower,

the Lenders party thereto,


as Lenders, and

Wells Fargo Bank, National Association,

as Administrative Agent, Issuing Bank and Swingline Lender


 


 


 


FORM OF U.S.
TAX COMPLIANCE CERTIFICATE 


(FOREIGN
PARTICIPANT PARTNERSHIPS)


 






     


     

    

U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the SecondThird
Amended and Restated Credit Agreement dated as of December 23, 2013 (October
5, 2016 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by
and among Consolidated Communications Holdings, Inc., a Delaware
corporation (“Holdings”), Consolidated Communications, Inc., an Illinois corporation (the “Borrower”),
the lenders who are or may become a party thereto, as Lenders,financial
institutions holding Loans or Commitments thereunder from time to time (the “Lenders”) and Wells Fargo
Bank, National Association, as administrative agent (in such capacity,
the “Administrative Agent”) for the Lenders.
Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


Pursuant to the provisions
of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the participation
in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners
of such participation, (c) with respect to such participation,
neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement
entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of
its direct or indirect partners/members is a ten percent (10%) shareholder of the Borrower within the meaning of Section 881(c)(3)(B)
of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower
as described in Section 881(c)(3)(C) of the Code.


The undersigned has
furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN-E
or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E
from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Lender and (ii) the undersigned shall have at all times furnished such Lender with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either
of the two (2) calendar years preceding such payments.


 


	[NAME OF PARTICIPANT]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 


Date: ________ __, 20__






     


     

    

EXHIBIT E-4


to


SecondThird
Amended and Restated Credit Agreement


dated as of December
23, 2013October 5, 2016


among


Consolidated Communications Holdings, Inc.,

as Parent GuarantorHoldings,

Consolidated Communications, Inc.,

as Borrower,

the Lenders party thereto,


as Lenders, and

Wells Fargo Bank, National Association,

as Administrative Agent, Issuing Bank and Swingline Lender


 


 


 


 


FORM OF U.S.
TAX COMPLIANCE CERTIFICATE 


(FOREIGN
LENDER PARTNERSHIPS)


 






     


     

    

U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the SecondThird
Amended and Restated Credit Agreement dated as of December 23, 2013 (October
5, 2016 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by
and among Consolidated Communications Holdings, Inc., a Delaware
corporation (“Holdings”), Consolidated Communications, Inc., an Illinois corporation (the “Borrower”),
the lenders who are or may become a party thereto, as Lenders,financial
institutions holding Loans or Commitments thereunder from time to time (the “Lenders”) and Wells Fargo
Bank, National Association, as administrative agent (in such capacity,
the “Administrative Agent”) for the Lenders.
Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


Pursuant to the provisions
of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the Loan(s)
(as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (c) with respect
to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course
of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members
is a ten percent (10%) shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (e) none of its direct
or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


The undersigned has
furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of
its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN-E
or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E
from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrower and the Administrative Agent and (ii) the undersigned shall have at all times furnished the Borrower
and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments.


 


	[NAME OF LENDER]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 20__






     


     

    

EXHIBIT F


to


SecondThird
Amended and Restated Credit Agreement


dated as of December
23, 2013October 5, 2016


among


Consolidated Communications Holdings, Inc.,

as Parent GuarantorHoldings,

Consolidated Communications, Inc.,

as Borrower,

the Lenders party thereto,


as Lenders, and

Wells Fargo Bank, National Association,

as Administrative Agent, Issuing Bank and Swingline Lender


 


 


 


FORM OF MORTGAGE


 






     


     

    

EXHIBIT G


to


SecondThird
Amended and Restated Credit Agreement


dated as of December
23, 2013October 5, 2016


among


Consolidated Communications Holdings, Inc.,

as Parent GuarantorHoldings,

Consolidated Communications, Inc.,

as Borrower,

the Lenders party thereto,


as Lenders, and

Wells Fargo Bank, National Association,

as Administrative Agent, Issuing Bank and Swingline Lender


 


 


 


FORM OF NOTICE OF PREPAYMENT


 






     


     

    

NOTICE OF PREPAYMENT


 


 


Dated as of: _____________


 


 


Wells Fargo Bank, National Association,


as Administrative Agent


MAC D 1109-019


1525 West W.T. Harris Blvd.


Charlotte, North Carolina 28262


Attention: Syndication Agency Services


 


Ladies and Gentlemen:


 


This irrevocable Notice
of Prepayment is delivered to you pursuant to Section 2.05(a) of the SecondThird
Amended and Restated Credit Agreement dated as of December 23, 2013October
5, 2016 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by
and among Consolidated Communications Holdings, Inc., a Delaware corporation (“Holdings”), Consolidated
Communications, Inc., an Illinois corporation (the “Borrower”), the financial institutions holding Loans or
Commitments thereunder from time to time (the “Lenders”) and Wells Fargo Bank, National Association, as administrative
agent (in such capacity, the “Administrative Agent”) for the Lenders.


 


1.The Borrower hereby provides
notice to the Administrative Agent that it shall repay the following [ABR Loans] and/or [Eurodollar Loans]:
_______________. (Complete with an amount in accordance with Section 2.05 of the Credit Agreement.)


 


2.The
Loan to be prepaid is a [check each applicable box]


 


☐Swingline
Loan


 


☐Revolving
Loan


 


☐Term
Loan


 


3.The
Borrower shall repay the above-referenced Loans on the following Business Day: _______________. (Complete
with a date no earlier than two (2) Business Days subsequent to date of this Notice of Prepayment.)


 


4.Capitalized
terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


[Signature Page Follows]


 



     


     

    




IN WITNESS WHEREOF,
the undersigned havehas
executed this Notice of Prepayment as of the day and year first written above.


 


 


	 	CONSOLIDATED COMMUNICATIONS, INC.
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	  	Name:	 
	 	  	Title: 	 
	 	 	 	 



 


 


 


 





Consolidated Communications, Inc.


Notice of Prepayment

Signature Page











     


     

    

EXHIBIT H


to


SecondThird
Amended and Restated Credit Agreement


dated as of December
23, 2013October 5, 2016


among


Consolidated Communications Holdings, Inc.,

as Parent GuarantorHoldings,

Consolidated Communications, Inc.,

as Borrower,

the Lenders party thereto,


as Lenders, and

Wells Fargo Bank, National Association,

as Administrative Agent, Issuing Bank and Swingline Lender


 


 


 


FORM OF NOTICE OF ACCOUNT DESIGNATION


 



     


     

    




NOTICE OF ACCOUNT DESIGNATION


 


 


Dated as of: _________


 


 


Wells Fargo Bank, National Association,


  as Administrative Agent


MAC D 1109-019


1525 West W.T. Harris Blvd.


Charlotte, North Carolina 28262


Attention: Syndication Agency Services


 


Ladies and Gentlemen:


 


This Notice of Account
Designation is delivered to you pursuant to Section 2.02(c) of the SecondThird
Amended and Restated Credit Agreement dated as of December 23, 2013October
5, 2016 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by
and among Consolidated Communications Holdings, Inc., a Delaware corporation (“Holdings”), Consolidated
Communications, Inc., an Illinois corporation (the “Borrower”), the financial institutions holding Loans or
Commitments thereunder from time to time (the “Lenders”) and Wells Fargo Bank, National Association, as administrative
agent (in such capacity, the “Administrative Agent”) for the Lenders.


 


1.The Administrative Agent is hereby
authorized to disburse all Loan proceeds into the following account(s):


 


____________________________


ABA Routing Number: _________


Account Number: _____________


 


2.This authorization shall remain
in effect until revoked or until a subsequent Notice of Account Designation is provided to the Administrative Agent.


 


3.Capitalized terms used herein
and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


[Signature Page Follows]


 



     


     

    




IN WITNESS WHEREOF,
the undersigned has executed this Notice of Account Designation as of the day and year first written above.


 


 


	 	CONSOLIDATED COMMUNICATIONS, INC., as the Borrower
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	  	Name:	 
	 	  	Title: 	 
	 	 	 	 



 


 


 


 


 





Consolidated Communications, Inc.


Notice of Account Designation

Signature Page











     


     

    

EXHIBIT I


to


SecondThird
Amended and Restated Credit Agreement


dated as of December
23, 2013October 5, 2016


among


Consolidated Communications Holdings, Inc.,

as Parent GuarantorHoldings,

Consolidated Communications, Inc.,

as Borrower,

the Lenders party thereto,


as Lenders, and

Wells Fargo Bank, National Association,

as Administrative Agent, Issuing Bank and Swingline Lender


 


 


 


FORM OF NOTICE OF CONVERSION/CONTINUATION


 


 


 






     


     

    

NOTICE OF CONVERSION/CONTINUATION


 


 


Dated as of: _____________


 


 


Wells Fargo Bank, National Association,


  as Administrative Agent


MAC D 1109-019


1525 West W.T. Harris Blvd.


Charlotte, North Carolina 28262


Attention: Syndication Agency Services


 


Ladies and Gentlemen:


 


This irrevocable Notice
of Conversion/Continuation (this “Notice”) is delivered to you pursuant to Section 2.03 of the SecondThird
Amended and Restated Credit Agreement dated as of December 23, 2013October
5, 2016 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by
and among Consolidated Communications Holdings, Inc., a Delaware corporation (“Holdings”), Consolidated
Communications, Inc., an Illinois corporation (the “Borrower”), the financial institutions holding Loans or
Commitments thereunder from time to time (the “Lenders”) and Wells Fargo Bank, National Association, as administrative
agent (in such capacity, the “Administrative Agent”) for the Lenders.


 


1.The
Loan to which this Notice relates is a [Revolving Loan] [Term Loan]. (Delete
as applicable.)


 


2.This
Notice is submitted for the purpose of: (Check one and complete applicable information in
accordance with the Credit Agreement.)


 


☐
Converting all or a portion of an ABR Loan into a Eurodollar Loan


 


(a)The
aggregate outstanding principal balance of such Loan is $_______________.


 


(b)The
principal amount of such Loan to be converted is $_______________.


 


(c)The
requested effective date of the conversion of such Loan is _______________.


 


(d)The
requested Interest Period applicable to the converted Loan is _______________.


 


☐
Converting a portion of Eurodollar Loan into an ABR Loan


 






(a)The
aggregate outstanding principal balance of such Loan is $_______________.


 


(b)The
last day of the current Interest Period for such Loan is _______________.


 


(c)The
principal amount of such Loan to be converted is $_______________.


 


(d)The
requested effective date of the conversion of such Loan is _______________.


 


☐
Continuing all or a portion of a Eurodollar Loan as a Eurodollar Loan


 



     


     

    
(a)The
aggregate outstanding principal balance of such Loan is $_______________.


 


(b)The
last day of the current Interest Period for such Loan is _______________.


 


(c)The
principal amount of such Loan to be continued is $_______________.


 


(d)The
requested effective date of the continuation of such Loan is _______________.


 


(e)The
requested Interest Period applicable to the continued Loan is _______________.


 


3.All
of the conditions applicable to the conversion or continuation of the Loan requested herein as set forth in the Credit Agreement
have been satisfied or waived as of the date hereof and will remain satisfied or waived to the date of such Loan.


 


4.Capitalized
terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


[Signature Page Follows]


 






     


     

    

IN WITNESS WHEREOF,
the undersigned has executed this Notice of Conversion/Continuation as of the day and year first written above.


 


 


	 	CONSOLIDATED COMMUNICATIONS, INC., as the Borrower
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	  	Name:	 
	 	  	Title: 	 
	 	 	 	 



 


 


 


 


 


 





Consolidated Communications, Inc.


Notice of Conversion/Continuation

Signature Page









 



    	 



     

    






SCHEDULE 1.01(a)


 


Mortgaged Properties


 


	Owner/Lessee	Street Address	County
	Consolidated Communications of Texas Company	321 North First Street, Lufkin, TX  75901	Angelina
	Consolidated Communications of Texas Company	110 West Frank Street – a/k/a 202 North Angelina, Lufkin, TX  75904	Angelina
	Consolidated Communications of Texas Company	350 South Loop 336 West, Conroe, TX  77304	Montgomery
	Consolidated Communications of Texas Company	411 West Phillips Street, Conroe, TX  77301	Montgomery
	Consolidated Communications of Texas Company	508 Old Magnolia Drive, Conroe, TX  77304	Montgomery
	Consolidated Communications of Fort Bend Company	24403 Roesner Road, Katy, TX  77494	Fort Bend
	Consolidated Communications of Fort Bend Company	3426 School Street, Needville, TX  77461	Fort Bend
	Consolidated Communications of Fort Bend Company	1400 Avenue A, Katy, TX  77493	Harris
	Consolidated Communications of Fort Bend Company	904 Velasco Street, Brookshire, TX  77423	Waller
	Consolidated Communications of Pennsylvania Company, LLC	4008 Gibsonia Road, Gibsonia, PA  15044	Allegheny
	Consolidated Communications of California Company	8000 Crowder Lane, Elverta, CA	Placer
	Consolidated Communications of California Company	114 Vernon Street, Roseville, CA	Placer
	Consolidated Communications of California Company	120 Vernon Street, Roseville, CA	Placer
	Consolidated Communications of California Company	211 Lincoln Street, Roseville, CA	Placer
	Consolidated Communications of California Company	7664 Old Auburn Rd, Citrus Heights, CA	Sacramento
	Consolidated Communications of California Company	7656 Old Auburn Rd, Citrus Heights, CA	Sacramento



 






     


     

    

 





	Owner/Lessee	Street Address	County
	Consolidated Communications of California Company	200 Vernon Street, Roseville, CA	Placer
	Consolidated Communications Enterprise Services, Inc.	9669 Lackman Road, Lenexa, KS	Johnson
	Consolidated Communications of Minnesota Company	215 East Hickory Street, Mankato, MN 56001	Blue Earth
	Consolidated Communications of Minnesota Company	221 East Hickory Street, Mankato, MN 56001	Blue Earth
	Consolidated Communications of Minnesota Company	
        2730 Third Avenue

        Mankato, MN 56001
	Blue Earth




 


 


 






     


     

    







SCHEDULE
1.01(b)







 


Existing Letters of Credit


 


 


	Issuer Name	Applicant Name	Letter of Credit Number	Expiration Date	Beneficiary Name	Amount
	CoBank, ACB	Consolidated Communications, Inc.	00615712	8/11/2017	City of Mankato	$10,000.00
	CoBank, ACB	Consolidated Communications, Inc.	00615713	8/11/2017	City of Mankato	$10,000.00
	Wells Fargo Bank, National Association	Consolidated Communications, Inc.	IS0139765U	12/31/2017	The Travelers Indemnity Company	$1,610,565.00


 


 


 


 


 


 



     


     

    




SCHEDULE 3.02(c)


 


Non-Contravention


 


 


None.


 


 


 


 


 






     


     

    






SCHEDULE 3.03


 


Government Approval, Regulation, etc.


 


	1.		To the extent that the exercise of the Secured Parties’ rights under the Collateral
Agreement may constitute a de jure or de facto assignment of Special Property (as defined in the Collateral Agreement)
or a transfer of de jure or de facto control of the owner of (i) Special Property, or (ii) any other license, authorization
or permit issued by the Federal Communications Commission, the CPUC, the MNPUC, the PAPUC, and the PUCT and/or the ICC, the approval
of the Federal Communications Commission, the CPUC, the MNPUC, the PAPUC, the PUCT and/or the ICC may be required in connection
therewith. Furthermore, in the State of Illinois, certificates of public convenience and necessity and certificates of service
authority issued by the ICC to a telecommunications carrier cannot be “transferred” or “assigned”, but
rather in connection with a sale of the business or assets of such telecommunications carrier to a third party, the third party
must apply to the ICC, and qualify, for a new certificate of authority issued in its own name.



 


 


 






     


     

    

SCHEDULE 3.05(b)


 


Other Liabilities


 


	1.		None, other than what has been provided in the disclosures on the most recently filed
Consolidated Communications Holdings, Inc. 10-Q for the period ending June 30, 2016.



 


 


 






     


     

    




SCHEDULE 3.07


 


Litigation


 


None.


 


 


 


 






     


     

    




SCHEDULE 3.08


 


Compliance with Laws and Agreements


 


None.


 


 


 


 






     


     

    









SCHEDULE 3.09


 


Subsidiaries


 


	Company	Type of Organization	Record Owner	Ownership Percentage
	Consolidated Communications, Inc.	Illinois corporation	Consolidated Communications Holdings, Inc.	100% ownership
	Consolidated Communications Enterprise Services, Inc.	Delaware corporation	Consolidated Communications, Inc.	100% ownership
	Consolidated Communications Services Company	Texas corporation	Consolidated Communications, Inc.	100% ownership
	Consolidated Communications of Fort Bend Company	Texas corporation	Consolidated Communications, Inc.	100% ownership
	Consolidated Communications of Texas Company	Texas corporation	Consolidated Communications, Inc.	100% ownership
	Consolidated Communications of Illinois (f/k/a Illinois Consolidated Telephone Company)*	Illinois corporation	Consolidated Communications, Inc.	100% ownership
	Consolidated Communications of Pennsylvania Company, LLC	Delaware limited liability company	Consolidated Communications Enterprise Services, Inc.	100% ownership
	East Texas Fiber Line Incorporated*	Texas corporation	Consolidated Communications Enterprise Services, Inc.	63% ownership
	Consolidated Communications of California Company (f/k/a SureWest Telephone)	California corporation	Consolidated Communications, Inc.	100% ownership
	Crystal Communications, Inc.	Minnesota corporation	Consolidated Communications, Inc.	100% ownership
	Consolidated Communications of Minnesota Company (f/k/a Mankato Citizens Telephone Company)	Minnesota corporation	Consolidated Communications, Inc.	100% ownership
	Consolidated Communications of Mid-Comm. Company (f/k/a/ Mid-Communications, Inc.)	Minnesota corporation	Consolidated Communications, Inc.	100% ownership
	IdeaOne Telecom, Inc.	Minnesota corporation	Consolidated Communications, Inc.	100% ownership
	Enventis Telecom, Inc.	Minnesota corporation	Consolidated Communications, Inc.	100% ownership


 


* Not a Loan Party


 






     


     

    




Other Equity Investments


 


See Schedule 6.04


 


 


 


 


 






     


     

    




SCHEDULE 3.10(b)


 


Leased and Owned Real Property


 


See Attached


 


 


 


 






     


     

    




Owned Real Property Located in Texas


 


	Property Name	Address	Operating Company
	Lufkin Area
	Warehouse/Plant	215 N. First Street - aka 204 N. Angelina, Lufkin, TX	Consolidated Communications of Texas Company
	IT Building	110 W. Frank Street - aka 202 N. Angelina, Lufkin, TX	Consolidated Communications of Texas Company
	Business Office1	321 N. First Street, Lufkin, TX and 207 N. First Street, Lufkin, TX	Consolidated Communications of Texas Company
	Construction	520 N. Angelina; Lufkin, TX	Consolidated Communications of Texas Company
	Warehouse Parking	414 N. Angelina, Lufkin, TX and Alley, lying behind 414 N. Angelina with no street frontage	Consolidated Communications of Texas Company
	Remote Sites
	Alco Road	Hwy 103E to Alco Church Rd, bldg located NW corner of this intersection	Consolidated Communications of Texas Company
	Alto	203 Cooper St., Alto, Texas	Consolidated Communications of Texas Company
	Apple Springs1	Hwy 94W to Apple Springs, Tex, bldg on R at city limits	Consolidated Communications of Texas Company
	Beulah	FM58S, R on FM1818, bldg 1.9 miles on L	Consolidated Communications of Texas Company
	Blackburn Switch	Hwy 103W, R on Blackburn Switch Rd, bldg 2/10 mile on L	Consolidated Communications of Texas Company
	Brookhollow	1201 Live Oak, Lufkin, Texas 75904	Consolidated Communications of Texas Company



 






     


     

    

 





	Property Name	Address	Operating Company
	Burke	Hwy59S, R on John Means Rd, bldg 1/10 mile on R	Consolidated Communications of Texas Company
	Central	Hwy69N, R on FM843, L on 1st road on L, bldg on L	Consolidated Communications of Texas Company
	Centralia	Hwy 94W to Apple Springs, Tex, R on FM 357N, 5.1 miles, bldg on L	Consolidated Communications of Texas Company
	Crown Colony	5413 Champions Dr, Lufkin Texas  75901	Consolidated Communications of Texas Company
	Davisville Rd.	Hwy 59N, R on FM352, R on FM2021, bldg 1/10 mile on R beside cell tower site	Consolidated Communications of Texas Company
	Diboll	400 Thompson, Diboll Texas  75941	Consolidated Communications of Texas Company
	Etoile1	Hwy 103E to Etoile, Texas, bldg on L across from FM 226S intersection	Consolidated Communications of Texas Company
	Fairview	FM58S, R on FM2108, R on FM 1819, bldg 2/10 mile on R	Consolidated Communications of Texas Company
	FM 58 - Parkman St.	350 Parkman, Lufkin Texas	Consolidated Communications of Texas Company
	FM 706 @ Hwy 69	Hwy 69N, bldg located on SW corner of FM 706 and Hwy 69 intersection	Consolidated Communications of Texas Company
	Fuller Springs1	Hwy 69S, bldg located on NE corner of FM841 and Hwy69S intersection	Consolidated Communications of Texas Company
	Harbuck	1206 Harbuck, Lufkin, Texas	Consolidated Communications of Texas Company
	Herty	3110 Paul, Lufkin Texas 75901	Consolidated Communications of Texas Company






 






     


     

    




 


	Property Name	Address	Operating Company
	Hwy. 103 East	Hwy103E, L on Golf Course Rd, bldg 1/10 mile on L	Consolidated Communications of Texas Company
	Hwy. 7 West	Hwy 103E, R on 1819, R on Hwy 7, bldg on SE corner of this intersection	Consolidated Communications of Texas Company
	Hwy. 94 West	Hwy 94, bldg 1/10 mile W of FM 3258 intersection	Consolidated Communications of Texas Company
	Hudson	Hwy 94W, L on 1194S, bldg 2/10 mile on L	Consolidated Communications of Texas Company
	Largent	602 Largent, Lufkin, Texas  75904	Consolidated Communications of Texas Company
	Linwood - Hwy 21 N	From Alto take Hwy 21E, L on FM241, bldg 1/10 mile on left	Consolidated Communications of Texas Company
	Lotus Lane	5017 Lotus Lane, Lufkin, Texas  75904	Consolidated Communications of Texas Company
	Marion’s Ferry	Hwy 103E, bldg located 1/10 mile E of FM1669N (Marion Ferry Rd) intersection	Consolidated Communications of Texas Company
	Oliver’s Store- FM7062	Hwy 103W, L on 1194S, bldg 2/10 mile on R	Consolidated Communications of Texas Company
	Peavy Switch	Hwy 94W, L on 1194S, bldg located 1.7 miles past FM1271 intersection	Consolidated Communications of Texas Company
	Pollock - Hwy69 / Hwy72	Hwy 69N, bldg located 1/10 mile E of Hwy 7 intersection with 69N	Consolidated Communications of Texas Company
	Post Oak Road	Hwy 94W, L on FM1194S, L on FM1271, bldg located 1.9 miles on R	Consolidated Communications of Texas Company
	Redland	Hwy69N, L on Redland Church Rd, R on Winston Rd, bldg on immediate R	Consolidated Communications of Texas Company



 






     


     

    




 


	Property Name	Address	Operating Company
	Redlawn - Hwy 69 N	From Alto, Hwy69N, R on CR2436, bldg on immediate L	Consolidated Communications of Texas Company
	South First	1905 South First, Lufkin, Texas	Consolidated Communications of Texas Company
	Wakefield	Hwy59S, R on FM357, bldg 1.7 miles on R	Consolidated Communications of Texas Company
	Paul	1922 Paul Ave, Lufkin, Texas	Consolidated Communications of Texas Company
	Benton	3201 Benton Dr, Lufkin, Texas	Consolidated Communications of Texas Company
	Wells	10057 FM 1911 South, Wells, Texas	Consolidated Communications of Texas Company
	Wells2	101 6th Street, Wells Texas	Consolidated Communications of Texas Company
	Katy Area
	Parking Lot	Parcel 100, Sec 3 - Roesner Rd - Land Only	Consolidated Communications of Fort Bend Company
	Waddell	Waddell CO Bldg - 24403 Roesner Rd	Consolidated Communications of Fort Bend Company
	Construction Parking	Roesner Rd	Consolidated Communications of Fort Bend Company
	Katy CO	1400 Avenue A, Katy, TX  77493	Consolidated Communications of Fort Bend Company
	Katy CO	6229 North Westheimer Lake Dr, Katy, TX 77494	Consolidated Communications of Fort Bend Company



 






     


     

    




 


	Property Name	Address	Operating Company
	Katy CO	22901 Franz Rd, Katy, TX	Consolidated Communications of Fort Bend Company
	Katy CO	1397 East Ave, Katy, TX 77493	Consolidated Communications of Fort Bend Company
	Katy CO	3426 School St, Needville	Consolidated Communications of Fort Bend Company
	Remote Sites	 	 
	Beasley	118 N Fourth Street, Beasley, Texas  77417	Consolidated Communications of Fort Bend Company
	Brookshire	904 Velasco, Brookshire, Texas  77423	Consolidated Communications of Fort Bend Company
	Cinco Hut #1	2250 S Peek Rd, Katy, Texas  77494	Consolidated Communications of Fort Bend Company
	Cinco Hut #2	4103 S Peek Rd, Katy, Texas  77494	Consolidated Communications of Fort Bend Company
	Cinco Hut #3	24531 Cinco Ranch Blvd, Katy, Texas  77494	Consolidated Communications of Fort Bend Company
	Damon	518 Mulcahy, Damon, Texas  77430	Consolidated Communications of Fort Bend Company
	Fairchild	8817 Fairchild Rd, Fairchild, Texas  77469	Consolidated Communications of Fort Bend Company
	Grand Lakes Hut	5304 S Peek Rd, Katy, Texas  77494	Consolidated Communications of Fort Bend Company
	Guy	12980 Dannhaus Rd, Needville, Texas  77461	Consolidated Communications of Fort Bend Company



 






     


     

    

 





	Property Name	Address	Operating Company
	Needville	9241 Church Street, Needville, Texas	Consolidated Communications of Fort Bend Company
	Pattison	3724 Avenue E Pattison, Texas  77423	Consolidated Communications of Fort Bend Company
	Pecan Bend	22315 FM 762, Damon, Texas  77430	Consolidated Communications of Fort Bend Company
	Seven Meadows	5803 Katy Gaston Rd, Katy, Texas  77493	Consolidated Communications of Fort Bend Company
	Williamsburg	22901 Franz Rd, Katy, Texas  77450	Consolidated Communications of Fort Bend Company
	Conroe Area
	Conroe Business Office	350 S. Loop 336 W., Conroe, TX	Consolidated Communications of Texas Company
	Riverpointe Remote	350-A, Loop W. 336	Consolidated Communications of Texas Company
	Conroe CO	411 W. Phillips Street	Consolidated Communications of Texas Company
	Conroe Plant	508 Old Magnolia Drive	Consolidated Communications of Texas Company
	Conroe Remote	2505 N. Frazier	Consolidated Communications of Texas Company
	Remote Sites	 	 
	Airport	#1 Pozos, Conroe, Texas 77303	Consolidated Communications of Texas Company






 






     


     

    




 


	Property Name	Address	Operating Company
	Alden Bridge	7401 Alden Bridge, The Woodlands, Texas	Consolidated Communications of Texas Company
	Artesian Oaks	195 Pinewood Dr., Conroe, Texas  77304	Consolidated Communications of Texas Company
	Bentwater	#1 Bentwater Bay Rd, Montgomery, Texas  77356	Consolidated Communications of Texas Company
	Cape Conroe	#10 Cape Conroe Dr, Montgomery, Texas 77356	Consolidated Communications of Texas Company
	Carriage Hills	2410 Hollow Brook, Conroe, Texas	Consolidated Communications of Texas Company
	Cattail Park	9310 Cattail Park, The Woodlands, Texas	Consolidated Communications of Texas Company
	Conroe North	2505A N Frazier, Conroe, Texas	Consolidated Communications of Texas Company
	Crieghton Ridge	101A Creighton Ridge, Conroe, Texas	Consolidated Communications of Texas Company
	Crestwood Farms	628A Mohawk Drive, Conroe, Texas	Consolidated Communications of Texas Company
	Cut-n-Shoot	14610 Millmac Rd, Cut and Shoot, Texas  77303	Consolidated Communications of Texas Company
	Delago	42A Del Lago Blvd, Montgomery, Texas	Consolidated Communications of Texas Company
	Davis	401 W. Davis, Conroe, TX 77301	Consolidated Communications of Texas Company
	Dobbin	72 North FM 1486, Montgomery, Texas  77316	Consolidated Communications of Texas Company






 






     


     

    




 


	Property Name	Address	Operating Company
	FM 1485	11461 E. Old Hwy 105, Conroe, Texas  77304	Consolidated Communications of Texas Company
	FM 2854	#1 Oak Lawn Estates, Conroe, Texas	Consolidated Communications of Texas Company
	Foster Drive	100 Foster Drive, Conroe, Texas  77301	Consolidated Communications of Texas Company
	Four Corners2	12252 FM 3083, Conroe, Texas	Consolidated Communications of Texas Company
	Gosling	7598 Gosling Rd, The Woodlands, Texas  77382	Consolidated Communications of Texas Company
	Grand Lakes2	8825 Grand Lakes, Conroe, Texas	Consolidated Communications of Texas Company
	Grangerland	1260 Wiggins Rd, Conroe, Texas  77302	Consolidated Communications of Texas Company
	Hawthorne	1585 Hawthorne, Conroe, Texas	Consolidated Communications of Texas Company
	Highland Hollow	100 Highland Hollow, Conroe, Texas	Consolidated Communications of Texas Company
	Hwy. 242	5103 Hwy 242, The Woodlands, Texas	Consolidated Communications of Texas Company
	Irongate	903 FM1486 South, Montgomery, Texas  77316	Consolidated Communications of Texas Company
	Kendale Green	7411 Kendall Green Dr, The Woodlands, Texas	Consolidated Communications of Texas Company
	Lake Conroe	527 Mohawk Bend Dr, Conroe, Texas	Consolidated Communications of Texas Company






 






     


     

    

 





	Property Name	Address	Operating Company
	Lakewood2	15340 Lake Lamond St., Conroe, Texas  77384	Consolidated Communications of Texas Company
	Longmire	6995 Longmire Rd, Conroe, Texas	Consolidated Communications of Texas Company
	McCaleb Road	185A Copeland Chapel Cem Road, Conroe, Texas	Consolidated Communications of Texas Company
	Montgomery	301 Liberty, Montgomery, Texas  77356	Consolidated Communications of Texas Company
	Needham Road	5009 Needham Rd, Conroe, Texas	Consolidated Communications of Texas Company
	Powell1, 2	7391 E Capstone Circle, The Woodlands, Texas	Consolidated Communications of Texas Company
	Research Forest2	6600 Research Forest Dr, The Woodlands, Texas	Consolidated Communications of Texas Company
	Riverbrook	105 Sherbrook Drive, Conroe, Texas	Consolidated Communications of Texas Company
	River Plantation	176A Stonewall Jackson Drive, Conroe, Texas	Consolidated Communications of Texas Company
	Rivershire2	902 Gladstell Street, Conroe, Texas1, 3	Consolidated Communications of Texas Company
	Sendera Ranch	6418A Ranch Park Dr, Conroe, Texas	Consolidated Communications of Texas Company
	Shennadoah1	9078 Ed English Lane, Conroe, Texas	Consolidated Communications of Texas Company
	Stubblefield	100 Forest Service 204 Road, Texas	Consolidated Communications of Texas Company



 






     


     

    

 





	Property Name	Address	Operating Company
	Texaba	33A Willis-Waukegan, Conroe, Texas  77303	Consolidated Communications of Texas Company
	Walden	12508 Walden Rd, Montgomery, Texas  77356	Consolidated Communications of Texas Company
	Westview	2200 Westview, Conroe, Texas  77304	Consolidated Communications of Texas Company
	Westwood	410 Macintosh Dr, Conroe, Texas	Consolidated Communications of Texas Company
	Wier Road (Old 105)	17000 Old Hwy 105/Wier Rd, Cut and Shoot, Texas  77306	Consolidated Communications of Texas Company
	Windsor Hills	97 Windsor Hill Dr, Conroe, Texas  77304	Consolidated Communications of Texas Company
	Woodlands High Sch.2	6191 Research Forest Dr, The Woodlands, Texas	Consolidated Communications of Texas Company


 


Notes


 


		1.	This property or a portion thereof or an easement thereon was granted
to a company which, by operation of a merger, is now known as TXU Investment Company, a company that is currently not affiliated
with the Loan Parties. Consolidated Communications of Texas Company or an affiliate thereof currently has use and possession of
these parcels of property.



 


		2.	TXU Communications, an assumed name, was named as grantee on one
or more deeds or easements relating to this property. Companies may not be deeded property under an assumed name in the State of
Texas.



 






     


     

    

Owned Real Property Located in Pennsylvania


 


	Property Name	Address	Operating Company
	Gibsonia Headquarters Complex	4008 Gibsonia Road, Gibsonia, PA 15044	Consolidated Communications of Pennsylvania Company, LLC
	Wexford C.O.	150 Wexford-Bayne Road	Consolidated Communications of Pennsylvania Company, LLC
	Curtisville C.O.	Bessemer & 38 Hill Street, Tarentum, PA 15084	Consolidated Communications of Pennsylvania Company, LLC
	Gallagher Hill Remote	201 Freeport Road, Natrona, PA 15065	Consolidated Communications of Pennsylvania Company, LLC
	Cooperstown C.O.	11194 Pittsburgh Road, Valencia, PA 16059	Consolidated Communications of Pennsylvania Company, LLC
	Criders Corners C.O.	6517 Mars Road, Cranberry Township, PA 16066	Consolidated Communications of Pennsylvania Company, LLC
	Mars C.O.	128 Irvine Street, Mars, PA 16046	Consolidated Communications of Pennsylvania Company, LLC
	Saxonburg C.O.	105 West Main Street, Saxonburg, PA 16056	Consolidated Communications of Pennsylvania Company, LLC
	Sarver C.O.	407 Sarver Road, Sarver, PA 16055	Consolidated Communications of Pennsylvania Company, LLC
	Freeport C.O.	305 6th Street, Freeport, PA 16229	Consolidated Communications of Pennsylvania Company, LLC


 


 


 



     


     

    




Owned Real Property Located in
California and Kansas


 


	Property Description	Address	Operating Company
	Switching and Offices	114 and 200 Vernon St. Roseville, CA 95678	Consolidated Communications of California Company
	Museum	106 Vernon St. Roseville, CA 95678	Consolidated Communications of California Company
	Tower and Switching Center	8000 Crowder Lane Roseville, CA 95747	Consolidated Communications of California Company
	Switching Center	8430 Barton Rd. Roseville, CA 95746	Consolidated Communications of California Company
	Switching Facilities and Offices	211, 216, 218 and 224 Lincoln St. Roseville, CA 95678	Consolidated Communications of California Company
	Offices and Warehouse	7656 and 7664 Old Auburn Rd. Citrus Heights, CA 95610	Consolidated Communications of California Company
	Telephone Office	308 U St. Sacramento, CA 95818	Consolidated Communications of California Company
	Remote Site	7900 Lichen Dr. Citrus Heights, CA 95621	Consolidated Communications of California Company
	Remote Site	4551 Antelope Road Antelope, CA 95843	Consolidated Communications of California Company
	Remote Site	1900 Eureka Rd Roseville, CA 95661	Consolidated Communications of California Company
	Remote Site	1200 Junction Blvd Roseville, CA 95678	Consolidated Communications of California Company
	Remote Site	850 Cirby Way Roseville, CA 95661	Consolidated Communications of California Company



 






     


     

    

 


	Property Description	Address	Operating Company
	Remote Site	7972 Arcadia Drive Citrus Heights, CA 95610	Consolidated Communications of California Company
	Remote Site	4650 E Roseville PKWY Roseville, CA 95746	Consolidated Communications of California Company
	Remote Site	8120 Palmerson Drive Antelope, CA 95843	Consolidated Communications of California Company
	Remote Site	3098 Taylor Rd Roseville, CA 95678	Consolidated Communications of California Company
	Remote Site	1599 Eureka Rd Roseville, CA 95661	Consolidated Communications of California Company
	Remote Site	3001 Pleasant Grove Rd Roseville, CA 95747	Consolidated Communications of California Company
	Remote Site	7920 Antelope North Rd Antelope, CA 95843	Consolidated Communications of California Company
	Remote Site	7040 Del Webb Blvd Roseville, CA 95747	Consolidated Communications of California Company
	Remote Site	9275 Woodcreek Oaks Blvd Roseville, CA 95747	Consolidated Communications of California Company
	Remote Site	8580 Padre Court Granite Bay, CA 95746	Consolidated Communications of California Company
	Remote Site	6801 Lone Tree Blvd Rocklin, CA 95765	Consolidated Communications of California Company
	Remote Site	Alexandra Road, Roseville, CA 95747	Consolidated Communications of California Company
	Remote Site	1171 Harding Blvd Roseville, CA 95678	Consolidated Communications of California Company



 






     


     

    

 


	Property Description	Address	Operating Company
	Offices and Equipment	9669 Lackman Lenexa, KS 66219	Consolidated Communications Enterprise Services, Inc.


 


Owned Real Property Located in
Minnesota


 


	Property Description	Address	Operating Company
	Remote Site	21116 Bagley Avenue          , Faribault, MN 55021	Consolidated Communications of Minnesota Company
	Remote Site	1040 26th Place NW, Owatonna, MN 55060	Consolidated Communications of Minnesota Company
	Remote Site	3050 130th Street West, East Chaska, MN 55318	Consolidated Communications of Minnesota Company
	Remote Site	300 Creek Lane N., Jordan, MN 55352	Consolidated Communications of Minnesota Company
	Remote Site	101 Aspen Ln N                         , Belle Plaine, MN 56001	Consolidated Communications of Minnesota Company
	Remote Site	314 2nd St., Lehillier, MN 56001	Consolidated Communications of Minnesota Company
	Offices and Equipment	215 East Hickory Street, Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Offices and Equipment	221 East Hickory Street, Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Remote Site	202 East Jackson St., Mankato, MN 56001	Consolidated Communications of Minnesota Company



 






     


     

    

 





	Property Description	Address	Operating Company
	Remote Site	1929 Lee Blvd., Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Remote Site	1851 Adams Street, Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Remote Site	1701 Augusta Drive, Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Remote Site	251 Bunting Lane, Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Remote Site	580 Industrial Road, Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Remote Site	243 Moreland Ave., Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Remote Site	Mable Street, Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Remote Site	SE Corner Hwy 169 & 60, Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Remote Site	100 Viking Dr., Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Warehouse	Warehouse 2730 3rd Avenue, Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Remote Site	1428 2nd  St (AC23), Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Remote Site	2901  N Airport Rd (AC29)Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Remote Site	586th Ave at Hoffman Rd (AC52), Mankato, MN 56001	Consolidated Communications of Minnesota Company



 






     


     

    




 


	Property Description	Address	Operating Company
	Remote Site	1020 Marsh St (AC40), Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Remote Site	SE Corner Hwy 169 & 60; 53948 207th Military Rd., Mankato, MN 56001	Consolidated Communications of Minnesota Company
	Remote Site	Valley Port Authority, 2003 Carlson Dr., Mankato, MN 56003	Consolidated Communications of Minnesota Company
	Remote Site	308 Garfield Ave (AC10) , Mankato, MN 56003	Consolidated Communications of Minnesota Company
	Remote Site	Randalls Addition, 150 Pearl St., Amboy, MN 5601	Consolidated Communications of Minnesota Company
	Remote Site	110 Agency St., Eagle Lake, MN 56024	Consolidated Communications of Minnesota Company
	Remote Site	115 Jackson St. N., Garden City, MN 56034	Consolidated Communications of Minnesota Company
	Remote Site	101 Hubbell St. S., Good, MN 56037	Consolidated Communications of Minnesota Company
	Remote Site	112 Humphrey St. E., Lake Crystal, MN 56055	Consolidated Communications of Minnesota Company
	Remote Site	504 Boright St., LeSueur, MN 56058	Consolidated Communications of Minnesota Company
	Remote Site	608 Chestnut Ave., Madison, MN 56063	Consolidated Communications of Minnesota Company
	Remote Site	103 2nd Ave. NE, Mapleton, MN 56065	Consolidated Communications of Minnesota Company
	Remote Site	111 S. Birch, New, MN 56072	Consolidated Communications of Minnesota Company



 






     


     

    

 





	Property Description	Address	Operating Company
	Remote Site	Original Town, Lot 6, Block 3; 50688 State Hyw 68    Lake Crystal, Cambria, MN 56073	Consolidated Communications of Minnesota Company
	Remote Site	319 2nd Ave., Pemberton, MN 56078	Consolidated Communications of Minnesota Company
	Remote Site	201 Mill St., St. Clair, MN 56080	Consolidated Communications of Minnesota Company
	Remote Site	1724 W. Jefferson Avenue, St. Peter, MN 56082	Consolidated Communications of Minnesota Company
	Remote Site	1021⁄2  Main St., Vernon, MN 56090	Consolidated Communications of Minnesota Company
	Remote Site	1425 2nd Street SE, Waseca, MN 56093	Consolidated Communications of Minnesota Company


 


Owned Real Property Located in North Dakota


 


	Property Description	Address	Operating Company
	Central Office	3239 39th St. SW,, Fargo, ND 58104	Consolidated Communications of Minnesota Company





 


 



     


     

    




Leased Property Located in Illinois


 


	Type of Asset	Location	Name of Lessor	Description
	Office	Mattoon, IL 	Latel, LLC	Corporate Office
	Office	Taylorville, IL	Latel, LLC	Operations – CO
	
        Office –Warehouse

        Office
	
        Mattoon, IL

        Mattoon, IL
	
        Latel, LLC

        First Mid IL Bank & Trust
	
        Office and Warehouse

        Retail Office

         



 


 






     


     

    




Leased Property Located in Texas


 


	Type of Lease	Lessor	Tenant	Address
	OFFICE SPACE	TEXAS TOWER LIMITED	CONSOLIDATED COMMUNICATIONS ENTERPRISE SERVICES, INC.	
        600 TRAVIS STREET, SUITE 1955

        HOUSTON, TX 77002

	OFFICE SPACE	UNITED BUILDING MANAGEMENT	CONSOLIDATED COMMUNICATIONS ENTERPRISE SERVICES, INC.	
        14180 DALLAS PARKWAY

        DALLAS, TX 75201

	OFFICE SPACE	DOROTHY SMITH	CONSOLIDATED COMMUNICATIONS OF TEXAS COMPANY	
        421 S. 8TH STREET

        WACO, TX 76710

	PARKING LOT	JAMES L LOOMER	CONSOLIDATED COMMUNICATIONS OF TEXAS COMPANY	
        E. BREMOND AND N. ANGELINA

        LUFKIN, TX 75904

	OFFICE SPACE	ATRIUM BUILDING LTD	EAST TEXAS FIBER LINE INCORPORATED	
        119 WEST TYLER STREET

        LONGVIEW, TX

	OFFICE SPACE	HINES INTEREST LIMITED PARTNERSHIP	CONSOLIDATED COMMUNICATIONS ENTERPRISE SERVICES, INC.	
        777 WALKER, CONCOURSE LEVEL

        HOUSTON, TX 77002

	OFFICE SPACE	DREW STACK MANAGEMENT CORP., INC. (HOMELAND PROPERTY)	CONSOLIDATED COMMUNICATIONS ENTERPRISE SERVICES, INC.	
        1114 SAM HOUSTON AVENUE,

        HUNTSVILLE, TX 77340

	OFFICE SPACE	DALLAS EXCHANGE, LTD	CONSOLIDATED COMMUNICATIONS ENTERPRISE SERVICES, INC.	
        400 S. AKARD,

        SUITE 701 & 702,

        DALLAS, TX. 75201

	OFFICE SPACE	DALLAS EXCHANGE, LTD	CONSOLIDATED COMMUNICATIONS ENTERPRISE SERVICES, INC.	
        400 S. AKARD

        MEET ME ROOM

        B-1 LEVEL

        DALLAS, TX 75201




 






     


     

    

 


	Type of Lease	Lessor	Tenant	Address
	OFFICE SPACE	PLAZA TOWER LTD	CONSOLIDATED COMMUNICATIONS ENTERPRISE SERVICES, INC.	
        909 ESE LOOP 323, SUITE 650

        TYLER, TX 75701

	PHONE STORE	DBSI-DISCOVERY REAL ESTATE SERVICES, LLC	CONSOLIDATED COMMUNICATIONS OF FORT BEND COMPANY	
        2001 KATY MILLS BLVD

        SUITE M

        KATY, TX 77494



 


Leased Property Located in Pennsylvania


 


	Type of Lease	Lessor	Tenant	Address
	Office Space	Spruce Street Properties, Ltd.	Consolidated Communications Enterprise Services, Inc.	
        The Pittsburgh Technology Center,

        322 Fourth Avenue, Suite 100

        Pittsburgh, PA 15222

	Office Space	Spectra Development Company	Consolidated Communications Enterprise Services, Inc.	
        2591 Wexford-Bayne Road, Suite 400

        Sewickley, PA 15143

	Office Space	Spectra Development Company	Consolidated Communications Enterprise Services, Inc.	
        2593 Wexford-Bayne Road, Suite 201

        Sewickley, PA 15143

	Office Space	Spruce Street Properties, Ltd.	Consolidated Communications Enterprise Services, Inc.	
        The Pittsburgh Technology Center,

        322 Fourth Avenue, Suite 200

        Pittsburgh, PA 15222




 






     


     

    




 


	Type of Lease	Lessor	Tenant	Address
	Land (Remote Equipment Buildings)	Spagnolo Builders, Inc.	Consolidated Communications of Pennsylvania Company, LLC	
        Villa of North Park

        Babcock Boulevard

        McCandless Township, PA

	Land (Remote Equipment Buildings)	James A. West	Consolidated Communications of Pennsylvania Company, LLC	
        Hickory Hills

        McCandless Township, PA

	Land (Remote Equipment Buildings)	Three North Development Group	Consolidated Communications of Pennsylvania Company, LLC	
        Karrington Woods

        McCandless Township, PA



 


Leased Property Located in California and Kansas


 


	Type of Lease	Lessor	Tenant	Address
	Central Office	Storguard Development	Consolidated Communications of California Company	9674 Marion Ridge Kansas City, KS
	Office Space	Kansas Industrial No.1	Consolidated Communications of California Company	14865 West 95th St Lenexa, KS
	Warehouse	Northwestern Mutual Life Insurance Co	Consolidated Communications of California Company	9701 Lackman Kansas City, KS
	Central Office	MP 242, LLC	Consolidated Communications of California Company	5411 Luce Ave McClellan, CA
	Office	DS Town and Country	Consolidated Communications of California Company	2805 Marconi Ave Sacramento, CA



 






     


     

    

 





	Type of Lease	Lessor	Tenant	Address
	Data Center	County of Sacramento	Consolidated Communications of California Company	5115 Arnold Ave McClellan, CA
	Warehouse	JMVZ Enterprise	Consolidated Communications of California Company	9766 Waterman Rd Elk Grove, CA
	Hub	Ochoyuno Investment Co	Consolidated Communications of California Company	1318 Fulton Ave Sacramento, CA
	Hub	Gregory Partners	Consolidated Communications of California Company	3278 Northgate Blvd Sacramento, CA


 


Leased Property Located in Minnesota


 


	Type of Lease	Lessor	Tenant	Address
	Offices	Northwest Properties Realty Corp	Consolidated Communications of Minnesota Company	2950 Xenium Lane North #138, Plymouth, MN 55441
	Offices	AM Anderson Properties LC	Consolidated Communications of Minnesota Company	2859 & 1961 99th St., Urbandale, IA 50322
	Warehouse	The FlynCo Company	Consolidated Communications of Minnesota Company	4206 Enterprise Circle, Duluth, MN 55811
	Office	Golden Eagles	Consolidated Communications of Minnesota Company	4041 28th St. NM, Suite 200, Rochester, MN 55901
	POP	I-35 Development Company	Consolidated Communications of Minnesota Company	1600 Blake Ave., Albert Lea, MN 55705





 






     


     

    

 





	Type of Lease	Lessor	Tenant	Address
	POP	Austin Professional Center	Consolidated Communications of Minnesota Company	308 4th Ave., NW, Austin, MN 55912
	Qwest CO	CenturyLink	Consolidated Communications of Minnesota Company	402 S. 7th St., Brainerd, MN 56401
	POP, ISP Room, Switch	Minnesota Power	Consolidated Communications of Minnesota Company	30 W. Superior St., Duluth MN 55802
	AT&T	AT&T	Consolidated Communications of Minnesota Company	314 W. First St., Duluth, MN 55802
	Qwest Lease	CenturyLink	Consolidated Communications of Minnesota Company	322 First St., Culuth, MN 55802
	Ameritech Colloc	Ameritech Corp	Consolidated Communications of Minnesota Company	304 S. Dewey st., EAU Claire, WI 54701
	Data Center	7700 France Ave, LLC	Consolidated Communications of Minnesota Company	7700 France Ave., Edina, MN 55435
	POP	Pilot Knob Properties LLC	Consolidated Communications of Minnesota Company	5457 212th St., Farmington, MN 55024
	Qwest Lease	CenturyLink	Consolidated Communications of Minnesota Company	409 N 1st Ave., Fargo, ND 58102
	Qwest Lease	CenturyLink	Consolidated Communications of Minnesota Company	710 N. Medelssohn Ave., Golden Valley, MN 55427
	Qwest Colo	CenturyLink	Consolidated Communications of Minnesota Company	501 NW 2nd Ave., Grand Rapids, MN 55744



 






     


     

    

 





	Type of Lease	Lessor	Tenant	Address
	Racks	Cologix	Consolidated Communications of Minnesota Company	511 11th Ave. South, Minneapolis, MN
	Qwest CO	CenturyLink	Consolidated Communications of Minnesota Company	200 S. 5th St., Minneapolis, MN 55402
	Qwest Lease	CenturyLink	Consolidated Communications of Minnesota Company	250 Marguette Ave., Minneapolis, MN 55401
	Tri Tech	DCI Minneapolis Venture LLC	Consolidated Communications of Minnesota Company	331 S. 2nd St., Minneapolis, MN 55401
	Plymouth CO	St. Paul Fire and Marine	Consolidated Communications of Minnesota Company	4120 Fernbrook Ln, Plymouth, MN 55446
	Eden Prairie CO	CenturyLink	Consolidated Communications of Minnesota Company	10001 W. 78th St., Eden Prairie, MN 55334
	Normandale CO	McLeodUSA	Consolidated Communications of Minnesota Company	4151 W. 84th St., Bloomington, MN 55437
	Hopkins CO	CenturyLink	Consolidated Communications of Minnesota Company	10 N. 11th, Hopkins, MN 55343
	Burnsville CO	CenturyLink	Consolidated Communications of Minnesota Company	2120 W. Williams Dr., Burnsville, MN 55337
	Midwest Wireless	Verizon Wireless	Consolidated Communications of Minnesota Company	1015 NW 26th Place, Qwatonna, MN
	Qwest Colloc	CenturyLink	Consolidated Communications of Minnesota Company	122 Mill St., W, Owantonna, MN



 






     


     

    

 





	Type of Lease	Lessor	Tenant	Address
	Qwest Colloc	CenturyLink	Consolidated Communications of Minnesota Company	418 W. 4th St., Redwing, MN
	Qwest Colloc	CenturyLink	Consolidated Communications of Minnesota Company	320 SW 2nd, Rochester, MN 55902
	Zumbro Place	Ragan Mattison Properties	Consolidated Communications of Minnesota Company	470 Crossroads Dr., SW, Rochester, MN 55902
	Holiday Inn	SSA LLC	Consolidated Communications of Minnesota Company	220 S. Broadway, Rochester, MN 55902
	Corp Center Bldg	The Corporate Center	Consolidated Communications of Minnesota Company	26 N. 6th Ave., St. Cloud, MN 56303
	Qwest Colloc	CenturyLink	Consolidated Communications of Minnesota Company	22 N. 6th Ave., St. Cloud, MN 56303
	AT&T CO	AT&T	Consolidated Communications of Minnesota Company	795 Jefferson Ave., St. Paul, MN 55102
	Market St. CO	CenturyLink	Consolidated Communications of Minnesota Company	70 West 4th St. St. Paul, MN
	Sprint CO	Sprint	Consolidated Communications of Minnesota Company	847 Earl St., St. Pail, MN 55106
	Qwest Colloc	Centurylink	Consolidated Communications of Minnesota Company	125 S. Dakota Ave., Sioux Falls, SD 57104
	Bd. Of Trade	Mahan Rental Properties	Consolidated Communications of Minnesota Company	1507 Tower Ave., Superior, WI 54880



 






     


     

    




 


	Type of Lease	Lessor	Tenant	Address
	Qwest Colloc	Centurylink	Consolidated Communications of Minnesota Company	328 S. 2nd St., Virginia, MN  55792
	Qwest Colloc	Centurylink	Consolidated Communications of Minnesota Company	402 Jefferson Street S. Wadena, MN 56482
	Qwest Colloc	Centurylink	Consolidated Communications of Minnesota Company	220 11th Street, Windom, MN  56101
	Riverfront	Riverfront Partnership LP	Consolidated Communications of Minnesota Company	111 Riverfront Dr., Winona, MN  55987
	Qwest Colloc	Centurylink	Consolidated Communications of Minnesota Company	128 W 3rd St., Winona, MN  55987
	Minneapolis Switch	DCI Minneapolis Venture LLC	Consolidated Communications of Minnesota Company	331 Second Avenue   Minneapolis, MN
	Qwest Colloc	Centurylink	Consolidated Communications of Minnesota Company	2340 Old Shakopee Rd  Bloomington, MN
	Qwest Colloc	Centurylink	Consolidated Communications of Minnesota Company	400 W 98th St, Bloomington, MN
	Qwest Colloc	Centurylink	Consolidated Communications of Minnesota Company	2120 W County Rd 34, Burnsville, MN
	Qwest Colloc	Centurylink	Consolidated Communications of Minnesota Company	4700 Welcome Ave, Crystal, MN
	West St. Paul Collocation	Centurylink	Consolidated Communications of Minnesota Company	330 Lothenbach, West St. Paul, MN



 






     


     

    




 


	Type of Lease	Lessor	Tenant	Address
	Wayzata Collocation	Centurylink	Consolidated Communications of Minnesota Company	162 N Central Ave, Wayzata, MN
	Duluth Data Center	Involta	Consolidated Communications of Minnesota Company	Involta - 3401 Technology Drive, Duluth, MN


 


 


 


 






     


     

    

SCHEDULE 3.12


 


ERISA Matters


 


None.




 


 


 


 






     


     

    




SCHEDULE 3.13(a)


 


Facilities/Properties Not in Compliance with Environmental Laws


 


None.


 


 


 


 






     


     

    






SCHEDULE 3.13(b)


 


Environmental Claims


 


None.


 


 


 


 






     


     

    




SCHEDULE 3.13(c)


 


Hazardous Materials


 


	1.		NPTC is monitoring contained asbestos in the following locations: Gibsonia, PA, Valencia,
PA, Cranberry, PA, Tarentum, PA, Mars, PA, Freeport, PA, Sarver, PA, Saxonburg, PA, and Wexford, PA.



 


 


 


 


 






     


     

    

SCHEDULE 3.13(e)


 


Sites Listed for Clean-up/Investigation


 


None.




 


 


 


 


 






     


     

    

SCHEDULE 3.16


 


Insurance


 


	Policy Type	Insurer	Policy Number	Eff.	Exp.	Type	Major Limit	Major Deductible
	Property	Axis Insurance Company	MCB757030-15	12/30/2015	12/30/2016	Occurrence	100,000,000	100,000
	Commercial General Liability

                                                                                
 

	The Phoenix Insurance Company	HN-GLSA-1145P153-PHX-15	12/30/2015	12/30/2016	Occurrence	10,000,000	5000
	Automobile	Travelers	HE-CAP-163DO339-TCT-15	12/30/2015	12/30/2016	Combined Single Limit	1,000,000	500/500
	Workers Compensation	Travelers	HC2J-UB-163D031-5-15	12/30/2015	12/30/2016	Occurrence	1,000,000	250,000
	Umbrella	Travelers	HSMJ-CUP-163D0352-TIL-15	12/30/2015	12/30/2016	Occurrence	25,000,000	0
	Excess Umbrella	CNA	L5094841608	12/30/2015	12/30/2016	Occurrence	20,000,000	 
	
        

        Professional Liability
	Travelers	TE01202272	12/30/2015	12/30/2016	Claims Made	10,000,000	100,000
	
        

        Excess Cyber
	Endurance	PRX10008346300	12/30/2015	12/30/2016	Claims Made	10,000,000	100,000
	
        

        International Package
	Travelers	TE01202289	12/30/2015	12/30/2016	Claims Made	2,000,000	0



 


 



     


     

    

 





	Policy Type	Insurer	Policy Number	Eff.	Exp.	Type	Major Limit	Major Deductible
	
        

        Employee

        Dishonesty/Crime
	Federal Ins. Co. (Chubb)	8208-7565	7/22/2016	7/22/2017	Claims Made	5,000,000	50,000
	Specialty Crime Coverage	Travelers	105968373	7/22/2016	7/22/2019	Claims Made	1,000,000	0
	Fiduciary Liability	Federal Ins. Co. (Chubb)	8208-7565	7/22/2016	7/22/2017	Claims Made	15,000,000	50,000
	Employment Practices Liability	Federal Ins. Co. (Chubb)	6804-8458	7/22/2016	7/22/2017	Claims Made	10,000,000	250,000
	Directors & Officers Liability.	Great American (Primary $10MM)	DOL 9924928	7/22/2016	7/22/2017	Claims Made	60,000,000	250k/500k
	 	Federal Ins. Co. (Secondary $10MM)	 	 	 	 	 	 
	 	
        Travelers ($10MM excess of $20MM)

         

        National Union ($10MM excess of $30MM)

         

        Chubb (Side A $10MM Excess $40MM)

         

        Zurich (Side A $10MM Excess of $50MM)
	 	 	 	 	 	 



 


 






     


     

    

 








	Policy Type	Insurer	Policy Number	Eff.	Exp.	Type	Major Limit	Major Deductible
	Underground Storage 

Tanks	ACE American	G24675440 002	12/30/2015	12/30/2016	Claims Made	4,000,000	25,000


 


 


 


 


 






     


     

    

SCHEDULE 3.19


 


Securities


 


None.




 


 


 


 


 


 






     


     

    

SCHEDULE 3.20(d)


 


Mortgage Filing Offices


 


Real Estate Recording Offices of:


 


	1.		Angelina County, Texas



	2.		Fort Bend County, Texas



	3.		Harris County, Texas



	4.		Montgomery County, Texas



	5.		Waller County, Texas



	6.		Allegheny County, Pennsylvania



	7.		Butler County, Pennsylvania



	8.		Placer County, California



	9.		Sacramento County, California



	10.		Johnson County, Kansas



 


 


 






     


     

    




SCHEDULE 5.19


 


Post-Closing Matters


 


	Post-Closing item 	To be satisfied by:
	
        Deliver to the Administrative Agent, in form and substance reasonably satisfactory to
        the Administrative Agent, such real estate related documents as the Administrative Agent shall reasonably require, including, without
        limitation, the following documents for each Mortgaged Property:

         

        (a) Mortgage amendment or amendment and restatement, as applicable

        (b) UCC-1 fixture filings (as necessary)

        (c) Title insurance endorsements (and such affidavits, certificates and instruments of
        indemnification as title company requires)

        (d) If requested by Administrative Agent, evidence of payment of title insurance premiums

         
	Within 45 days of the Restatement Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion)


 


 


 






     


     

    




SCHEDULE 6.01(a)(iii)


 


Indebtedness to Remain Outstanding


 


None.


 


 


 


 


 






     


     

    




SCHEDULE 6.02(iv)


 



Liens to Remain Outstanding


 


	1.		Encumbrances referred to in Schedule 3.19.






	2.		See below.



 


	Company	Jurisdiction	Original File Date	Original File Number	Secured Party	Collateral Description
	Consolidated Communications Holdings, Inc.	SECY OF STATE, DELAWARE	01/20/2015	20150236827	CIT Finance LLC	Equipment
	Consolidated Communications Holdings, Inc.	SECY OF STATE, DELAWARE	06/22/2016	20163744511	De Lage Laden Financial Services, Inc.	Equipment
	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	09/30/2011	016650501	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	10/06/2011	016667471	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	01/02/2012	016905550	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	01/03/2012	016910384	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	08/31/2012	017564404	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment




 


 






     


     

    

 








	Company	Jurisdiction	Original File Date	Original File Number	Secured Party	Collateral Description
	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	09/13/2012	017594729	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	10/24/2012	017703420	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	01/03/2013	017892525	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	03/01/2013	018039400	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	03/15/2013	018073498	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	04/08/2013	018143801	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	07/03/2013	018402629	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	07/05/2013	018405709	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	08/07/2013	018494353	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	08/29/2013	018549018	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment




 


 






     


     

    




 


	Company	Jurisdiction	Original File Date	Original File Number	Secured Party	Collateral Description
	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	09/17/2013	018599287	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	11/19/2013	018777258	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	12/03/2013	018813823	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	01/02/2014	018897520	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	02/18/2014	019017249	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	11/03/2014	019774465	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	02/23/2015	020076941	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	03/10/2015	020114592	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	03/26/2015	020164840	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	04/20/2015	020238585	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment




 


 






     


     

    

 





	Company	Jurisdiction	Original File Date	Original File Number	Secured Party	Collateral Description
	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	04/27/2015	020264136	IBM Credit LLC	
        Lessee/Lessor

        Leased equipment

	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	07/25/2015	020538171	IBM Credit LLC	Leased equipment
	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	08/02/2015	020561173	IBM Credit LLC	Leased equipment
	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	08/17/2015	020599464	IBM Credit LLC	Leased equipment
	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	08/20/2015	020611170	IBM Credit LLC	Leased equipment
	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	10/04/2015	020741082	IBM Credit LLC	Leased equipment
	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	12/17/2015	020946415	IBM Credit LLC	Leased equipment
	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	12/17/2015	020946423	IBM Credit LLC	Leased equipment
	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	01/15/2016	021029947	IBM Credit LLC	Leased equipment
	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	03/12/2016	021177482	IBM Credit LLC	Leased equipment


 

 






     


     

    




 


	Company	Jurisdiction	Original File Date	Original File Number	Secured Party	Collateral Description
	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	06/13/2016	021459801	Pacific Western Bank	Leased equipment
	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	06/30/2016	021459801	IBM Credit LLC	Leased equipment
	Consolidated Communications, Inc.	SECY OF STATE, ILLINOIS	09/16/2016	021715123	IBM Credit LLC	Leased equipment
	Consolidated Communications Services Company	SECY OF STATE, TEXAS	05/07/2012	12-0014430429	Fujitsu Network Communication	Equipment and software sold, leased, rented or delivered by Secured Party
	Enventis Telecom, Inc.	SECY OF STATE, MINNESOTA	01/24/2012	201226976149	NTIA/BTOP, Room 4812 U.S. Department of Commerce	Certain equipment 
	Enventis Telecom, Inc.	SECY OF STATE, MINNESOTA	01/24/2012	201226976062	NTIA/BTOP, Room 4812 U.S. Department of Commerce	Certain equipment 
	Enventis Telecom, Inc.	SECY OF STATE, MINNESOTA	10/23/2013	201334270191	NTIA/BTOP, Room 4812 U.S. Department of Commerce	Certain equipment


 

 

 


 






     


     

    

SCHEDULE 6.03(c)



Other Businesses



None.


 


 


 


 


 






     


     

    




SCHEDULE 6.04



Existing Investments


 


	Entity	Ownership
	Consolidated Communications Enterprise Services, Inc.	24,150 shares of the issued and outstanding common stock of East Texas Fiber Line, Inc., par value $0.01, which shares constitute 63% of the issued and outstanding common stock of East Texas Fiber Line, Inc.
	Consolidated Communications Enterprise Services, Inc.	2.34% limited partnership interest in GTE Mobilnet of South Texas Limited Partnership.
	Consolidated Communications Enterprise Services, Inc.	20.51% limited partnership interest in GTE Mobilnet of Texas RSA #17 Limited Partnership.
	Consolidated Communications, Inc.	3,000,000 shares of Consolidated Communications of Illinois (f/k/a Illinois Consolidated Telephone Company), par value $10.00, which shares constitute 100% of the issued and outstanding common stock of Consolidated Communications of Illinois (f/k/a Illinois Consolidated Telephone Company).
	Consolidated Communications Enterprise Services, Inc.	3.6% limited partnership interest in Pittsburgh SMSA Limited Partnership.
	Consolidated Communications Enterprise Services, Inc.	16.6725% limited partnership interest in Pennsylvania RSA No. 6 (I) Limited Partnership.
	Consolidated Communications Enterprise Services, Inc.	23.67% limited partnership interest in Pennsylvania RSA No. 6 (II) Limited Partnership.


 


 






     


     

    

SCHEDULE 6.08(v)



Existing Affiliate Transactions


 


	1.		Lease Agreement dated December 31, 2010, by and between Consolidated Communications
of Illinois Company (f/k/a Illinois Consolidated Telephone Company) (as Tenant) and LATEL, LLC (as Landlord), as amended.



	2.		Lease Agreement dated December 22, 2010, by and between Consolidated Communications
Services (as Tenant) and LATEL, LLC (as Landlord).



	3.		Lease Agreement dated December 22, 2010, by and between Consolidated Communications
of Illinois Company (f/k/a Illinois Consolidated Telephone Company) (as Tenant) and LATEL, LLC (as Landlord).



	4.		Pursuant to various agreements with the Borrower, First Mid-Illinois provides Holdings
and its Subsidiaries with general banking services, including depository, disbursement and payroll accounts, on terms comparable
to those available to other large unaffiliated business accounts. Richard A. Lumpkin, a director of Holdings, and members of his
family own approximately 26.4% of the common stock and 30.0% of the Series C Non-Cumulative Perpetual Convertible Preferred Stock
of First Mid-Illinois. During 2015, the Company paid maintenance and activity related charges of $15,270 to First Mid-Illinois
and earned $397 of interest on its deposits. The fees charged and earnings received on deposits through a repurchase agreement,
are based on First Mid-Illinois’ standard schedule for large customers. Consolidated Communications of Illinois Company
(f/k/a Illinois Consolidated Telephone Company) provides First Mid-Illinois with local dial tone, custom calling features, long
distance and other telecommunications services. In 2015, First Mid-Illinois paid CCIC approximately $754,445 for these services.
These services are based on standard prices for strategic business customers.



	5.		On June 18, 2014, Consolidated Communications Services Company (“CCSC”)
entered into an agreement with Cartesian, Inc. (formerly The Management Network Group, Inc. (a professional services company)),
to provide Smart Building Services. Under the agreement, Cartesian, Inc., is to deploy and monitor the energy consumption in a
number of Holdings and its Subsidiaries’ facilities. The estimated cost to implement the Smart Building Services is approximately
$4,900,000 over the next seven years. It is estimated that Holdings and its Subsidiaries will save approximately $5,700,000 in
energy costs through the use of the Smart Building Services. In connection with the Smart Building Services, CCSC also entered
into a three-year Market Enablement Agreement (“Marketing Agreement”) with Elutions, Inc., a partial owner of Cartesian,
Inc. Under the Marketing Agreement, CCSC will be required to provide certain marketing support to provided solutions. Holdings
and its Subsidiaries may receive up to $2,400,000 under the Marketing Agreement over the three-year term of the agreement. Robert
J. Currey, the Executive Chairman of Holdings, is the Chairman of the Board of directors at Cartesian, Inc. Mr. Currey has not
received any payments as part of our agreement with Cartesian, Inc. or Elutions, Inc.




     


     

    


	 	 	 



	6.		On September 18, 2014, the Borrower (as successor by merger to Consolidated Communications
Finance II Co.) completed a $200 million offering of its 6.50% Senior Notes. The Richard Adamson Lumpkin Trust dated 2/6/70 fbo
Richard Anthony Lumpkin purchased $5,000,000 of the 6.50% Senior Notes. The 6.50% Senior Notes mature on October 1, 2022 and pay
interest semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2015.



 


 


 


 






     


     

    

SCHEDULE 6.09



Existing Restrictions


 


None.