Exhibit 10.1


 


EXECUTION VERSION


 


AMENDMENT AGREEMENT


 


THIS AMENDMENT AGREEMENT (this “Agreement”),
dated as of May 27, 2009, among CSC HOLDINGS,
INC., a Delaware corporation (the “Company”), the Restricted
Subsidiaries listed on the signature pages hereto, the financial
institutions listed on the signature pages hereto and BANK OF AMERICA,
N.A., as Administrative Agent.


 


WITNESSETH:


 


WHEREAS, the Company, the Restricted
Subsidiaries, the Administrative Agent and the Lenders party thereto are
parties to the Credit Agreement, dated as of February 24, 2006 (as amended
by the First Amendment to Credit Agreement, dated as of March 27, 2006 and
the Second Amendment to Credit Agreement, dated as of March 29,
2006, the “Credit Agreement”; terms used in this Agreement and not otherwise defined
herein have  the meanings given to such
terms in the Credit Agreement, as amended by this Agreement).


 


WHEREAS, the Company, the Administrative Agent
and the Lenders party thereto are parties to the Incremental Term Supplement, dated
as of March 29, 2006 (the “Incremental Term Supplement”).


 


WHEREAS, the parties hereto have agreed to
amend and restate the Credit Agreement and amend the Incremental Term
Supplement as more fully described below.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


 


1.             Amendment.


 


(a)           Credit Agreement: 
The Credit Agreement (including Schedules and Exhibits thereto) is
hereby replaced in its entirety by the amended and restated document attached
as Exhibit A hereto.


 


(b)           Incremental Term Supplement: 
The Incremental Term Supplement is amended as follows:


 


1. Section 4
is amended by adding the following paragraph to the end of such section:


 


“Notwithstanding the
foregoing, on the Amended and Restated Date, the Company shall cease to repay
the Incremental Term Lenders constituting Incremental B-2 Extended Term Lenders
in accordance with the immediately preceding paragraph and thereafter the
Company shall repay to such Lenders the aggregate principal amount of all
Incremental B-2 Extended Term Loans outstanding in twenty-eight (28)
consecutive quarterly installments which except for the final installment shall be due
on the last day of each March, June, September and December, beginning
with June 30, 2009.  Subject to
adjustment in connection with prepayments made pursuant to Section 2.04
of the Credit


 





















 


Agreement, (i) each of the first twenty-seven
(27) installments shall be in the principal amount equal to 0.25% of the
original aggregate principal amount of the Incremental Term Loans constituting
Incremental B-2 Extended Term Loans and (ii) the final principal repayment
installment of the Incremental B-2 Extended Term Loans shall be due on March 29,
2016 (such date, the “Maturity Date” for the Incremental B-2 Extended
Term Facility) and shall be in an amount equal to the aggregate principal
amount of all Incremental B-2 Extended Term Loans outstanding on such date.”


 


2. Exhibit A
to the Incremental Term Supplement is hereby replaced in its entirety by the
form of Notes attached as Exhibit B attached hereto.


 


2.             REPRESENTATIONS AND
WARRANTIES.


 


Each
Loan Party represents and warrants to the Administrative Agent and the Lenders
party hereto as follows:


 


(a)           Power; Binding Agreements. 
Each Loan Party has full power, authority and legal right to enter into
this Agreement and to perform its obligations under this Agreement.  This Agreement constitutes the legal, valid
and binding obligation of each Loan Party, enforceable against each Loan Party
in accordance with its terms (except for limitations on enforceability under
bankruptcy, reorganization, insolvency and other similar laws affecting
creditors’ rights generally and limitations on the availability of the remedy
of specific performance imposed by the application of general equitable
principles).


 


(b)           Authority; No Conflict. 
The execution, delivery and performance by each Loan Party of this
Agreement have been duly authorized by all necessary corporate or other
organizational action and do not and will not (i) violate any Law
currently in effect (other than violations that, singly or in the aggregate,
have not had and are not likely to have a Materially Adverse Effect), or any
provision of any Loan Party’s respective partnership agreements, charters or
by-laws presently in effect; (ii) conflict with or result in the breach
of, or constitute a default or require any consent under, or require any
payment to be made under (x) any Contractual Obligation to which any Loan
Party is a party or their respective properties may be bound or affected or (y) any
order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which any Loan Party or their respective properties are subject (other
than any conflict, breach, default or required consent that, singly or in the
aggregate, have not had and are not likely to have a Materially Adverse
Effect); or (iii) result in, or require, the creation or imposition of any
Lien (other than  Permitted Lien) upon or
with respect to any of the properties or assets now owned or hereafter acquired
by any Loan Party.


 


(c)           Approvals.  No approval
or consent of, or filing or registration with, any Governmental Authority is
required in connection with the execution, delivery and performance by, or
enforcement against, any Loan Party of this Agreement (other than an approval,
consent, filing or registration that has been obtained or made, or if not
obtained or made, such failure to obtain or make such approval, consent, filing
or registration as would not, singly or in the aggregate, have or be reasonably
likely to have a Materially Adverse Effect).


 


2

















 


(d)           Credit Agreement and Incremental Term
Supplement Representations and Warranties.  Each representation and warranty made by any Loan
Party in the Credit Agreement and Incremental Term Supplement is true and
correct in all material respects at and as of the date hereof (after giving effect
to the amendment contained in this Agreement), except to the extent that such
representation and warranty expressly relates to an earlier date, in which case
they shall be true and correct, in all material respects, as of such earlier
date, and except that for purposes of this Section 2(d), the
representations and warranties contained in Sections 6.04(a) and (b) of
the Credit Agreement shall be deemed to refer to the most recent statements
furnished pursuant to Sections 7.01(a) and (b) of the Credit Agreement,
respectively.


 


(e)           No Default.  No Default or Event of Default shall have occurred and be
continuing or would result from the execution, delivery and performance of this
Agreement and the transactions contemplated herein.


 


3.             CONDITIONS PRECEDENT.


 


This
Agreement shall not become effective until the following conditions precedent
have been met:


 


(a)           Execution of Agreement and Incremental
Term Notes.  The Administrative Agent’s receipt of the
following, each of which shall be originals, facsimiles or electronically
delivered copies (followed promptly by originals) unless otherwise specified,
each properly executed by a Responsible Officer of the Company, each dated the
Effective Date (as defined in Section 4(d) below) (or, in the case of
certificates of governmental officials, a recent date before the Effective
Date) and each in form and substance reasonably satisfactory to the
Administrative Agent and each of the Lenders party hereto:


 


(i) 
this Agreement duly executed and delivered by each of the Company, the Required
Lenders, each Incremental B-2 Extended Term Lender, and the Administrative
Agent;


 


(ii) an
Incremental Term Note executed by the Company in favor of each Incremental Term
Lender requesting an Incremental Term Note; provided that, such requesting
Lender must first surrender all Incremental Term Note(s) previously issued
to such Lender, if any, for cancellation in exchange for a new Incremental Term
Note dated the date hereof; and


 


(iii) the
Extension Fee Letter duly executed and delivered by the Company and the
Administrative Agent.


 


(b)           Signatures.  The Company shall have certified to the
Administrative Agent (with copies to be provided for each Lender party hereto)
the name and signature of each of the persons authorized (i) to sign on its
respective behalf this Agreement and the Incremental Term Notes and (ii) to
perform under this Agreement and the Credit Agreement and the Incremental Term
Supplement, in each case as amended by this Agreement.  The Lenders party hereto may conclusively rely
on such certifications until they receive notice in writing from the Company to
the contrary.


 


3

















 


(c)           Proof of Action.  The Administrative Agent shall have received
certified copies of all necessary action taken by the Company to authorize the
execution, delivery and performance of this Agreement.


 


(d)           Opinions of Counsel to the Company. 
The Administrative Agent shall have received favorable opinions
(addressed to the Administrative Agent and the Lenders party hereto) of:


 


(i)            Victoria D.
Salhus, Esq., Senior Vice President, Deputy General Counsel and Secretary
for the Company and
the Restricted Subsidiaries, substantially in the form of Exhibit C
hereto; and


 


(ii)           Sullivan & Cromwell LLP, special New York
counsel to the Company and the Restricted Subsidiaries, substantially in the
form of Exhibit D hereto;


 


(e)           Opinion of Lenders’ Counsel.  The Administrative Agent shall have received a
favorable opinion (addressed to the Administrative Agent and the Lenders party
hereto) of Pillsbury Winthrop Shaw Pittman LLP, special New York counsel to the
Administrative Agent, substantially in the form of Exhibit E hereto
and covering such other matters as the Administrative Agent or any Lender party
hereto may reasonably request.


 


(f)            Other Documents.  Such other documents, filings, instruments
and papers relating to the documents referred to herein and the transactions
contemplated hereby (including officer’s certificates of the Company and each
Restricted Subsidiary bringing down the representations made on the Closing
Date with respect to the organizational documents of such Persons), as the
Administrative Agent or any Lender party hereto or special counsel to the
Administrative Agent shall reasonably require shall have been received by the
Administrative Agent.


 


(g)           Certain Fees.


 


(i)            Each Lender party hereto
shall have received an amendment fee of 0.05% on the aggregate outstanding
Loans and Commitments held by such Lender.


 


(ii)           All other fees required to
be paid to the Administrative Agent, the Joint Lead Arrangers and the Lenders
party hereto on or before the Effective Date shall have been paid.  Unless waived by the Administrative Agent, the Company shall
have paid all fees, charges and disbursements of counsel to the Administrative
Agent to the extent properly invoiced prior to or on the Effective 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 Company and the Administrative Agent).


 


(h)           Updated Schedules.  The Administrative Agent shall have (a) received
from the Company, updated Schedules 1.01(i) and 1.01(iii) to the
Credit Agreement and (b) an updated Schedule I to the Incremental Term
Supplement listing the name of each Incremental B Term 


 


4

















 


Lender and its commitment amount set forth
opposite such Lender’s name under the caption “Incremental B Term Commitment”
and the name of each Incremental B-2 Extended Term Lender and its commitment
amount set forth opposite such Lender’s name under the caption “Incremental B-2
Extended Term Commitment”, with the “Incremental B-2 Extended Term Commitment” for each
Incremental B-2 Extended Term Lender being the amount set forth on such Lender’s
signature page to this Agreement.


 


Without limiting the
generality of the provisions of Section 9.04 of the Credit
Agreement, for purposes of determining compliance with the conditions specified
in this Section 3, 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 (but without waiving any rights
resulting from any inaccuracy or misrepresentation contained in any document required
to be delivered hereby) unless the Administrative Agent shall have received
notice from such Lender prior to the Effective Date specifying its objection
thereto.


 


4.             Miscellaneous.


 


(a)           Governing Law. 
This Agreement shall be construed in accordance with and governed by the
laws of the State of New York.


 


(b)           Ratification of Credit Agreement and
Incremental Term Supplement.  The Credit
Agreement as amended and restated in the form attached hereto and the
Incremental Term Supplement as amended by this Agreement are and shall continue
to be in full force and effect and are hereby in all respects ratified and
confirmed.


 


(c)           Counterparts. 
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.


 


(d)           Effective Date. 
This Agreement shall become effective on the first date on which the
conditions precedent set forth in Section 3 above have been satisfied (the
“Effective Date”).


 


[Signature Pages Follow]


 


5

















 


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


 


	
   

  	
  CSC
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin F. Watson

  
	
   

  	
   

  	
  Name: 

  	
  Kevin F. Watson

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President & Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1047 E 46TH STREET CORPORATION

  151 S. FULTON STREET
  CORPORATION

  2234 FULTON STREET CORPORATION

  A-R CABLE SERVICES - NY,
  INC.

  CABLEVISION AREA 9
  CORPORATION

  CABLEVISION FAIRFIELD
  CORPORATION

  CABLEVISION LIGHTPATH - CT,
  INC.

  CABLEVISION LIGHTPATH - NJ,
  INC.

  CABLEVISION LIGHTPATH, INC.

  CABLEVISION OF BROOKHAVEN,
  INC.

  CABLEVISION OF
  HUDSON COUNTY, INC.

  CABLEVISION OF LITCHFIELD,
  INC.

  CABLEVISION OF
  MONMOUTH, INC.

  CABLEVISION OF
  NEW JERSEY, INC.

  CABLEVISION OF
  OAKLAND, LLC

  CABLEVISION OF
  PATERSON, LLC

  CABLEVISION OF
  ROCKLAND/RAMAPO, LLC

  CABLEVISION OF
  WARWICK, LLC

  CABLEVISION OF SOUTHERN
  WESTCHESTER, INC.

  CABLEVISION OF WAPPINGERS
  FALLS, INC.

  CABLEVISION VOIP, LLC

  CABLEVISION SYSTEMS
  BROOKLINE CORPORATION

  CABLEVISION SYSTEMS
  DUTCHESS CORPORATION

  CABLEVISION SYSTEMS EAST
  HAMPTON CORPORATION

  CABLEVISION
  SYSTEMS GREAT NECK CORPORATION

  



 


Amendment
Agreement


 

















 


	
   

  	
  CABLEVISION SYSTEMS
  HUNTINGTON CORPORATION

  CABLEVISION SYSTEMS ISLIP
  CORPORATION

  CABLEVISION SYSTEMS LONG
  ISLAND CORPORATION

  CABLEVISION SYSTEMS NEW
  YORK CITY CORPORATION

  CABLEVISION SYSTEMS SUFFOLK
  CORPORATION

  CABLEVISION SYSTEMS
  WESTCHESTER CORPORATION

  COMMUNICATIONS DEVELOPMENT
  CORPORATION

  CSC ACQUISITION - MA, INC.

  CSC ACQUISITION - NY, INC.

  CSC ACQUISITION CORPORATION

  CSC GATEWAY
  CORPORATION

  CSC OPTIMUM HOLDINGS, LLC

  CSC TKR, INC.

  LIGHTPATH VOIP, LLC

  PETRA CABLEVISION CORP.

  SAMSON CABLEVISION CORP.

  SUFFOLK CABLE CORPORATION

  SUFFOLK CABLE OF SHELTER
  ISLAND, INC.

  SUFFOLK CABLE OF SMITHTOWN,
  INC.

  TELERAMA,
  INC.

  CABLEVISION OF OSSINING
  LIMITED PARTNERSHIP

  CABLEVISION
  SYSTEMS OF SOUTHERN CONNECTICUT LIMITED PARTNERSHIP

  CABLEVISION OF
  CONNECTICUT, LIMITED PARTNERSHIP

  CABLEVISION OF NEWARK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael P. Huseby

  
	
   

  	
   

  	
  Name: 

  	
  Michael P. Huseby

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice President & Chief Financial Officer

  



 


Amendment
Agreement


 

















 


	
   

  	
  BANK OF AMERICA, N.A., as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Antonikia (Toni)
  Thomas

  
	
   

  	
   

  	
  Name: 

  	
  Antonikia (Toni) Thomas

  
	
   

  	
   

  	
  Title: 

  	
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [LENDER SIGNATURES]

  



 


Amendment Agreement


 
















 


EXHIBIT A


 


AMENDED AND RESTATED VERSION


 


Published CUSIP Number: 22942GAC3


 


CREDIT AGREEMENT


 


dated as of February 24,
2006 and amended and restated as of May 27, 2009


 


among


 


CSC HOLDINGS, INC.,


as the Company,


 


CERTAIN SUBSIDIARIES OF THE
COMPANY,


as Restricted
Subsidiaries,


 


THE
LENDERS PARTY HERETO,


 


BANK OF AMERICA, N.A.,


as Administrative Agent,
Collateral Agent and L/C Issuer,


 


BANC OF AMERICA SECURITIES LLC


and


JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,


as Joint Lead Arrangers,


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS AND
  ACCOUNTING MATTERS

  	
   

  
	
   

  	
   

  
	
  Section 1.01

  	
  Certain Defined Terms

  	
  1

  
	
  Section 1.02

  	
  Other Interpretive Provisions

  	
  36

  
	
  Section 1.03

  	
  Accounting Terms

  	
  37

  
	
  Section 1.04

  	
  Rounding

  	
  38

  
	
  Section 1.05

  	
  Times of Day

  	
  38

  
	
  Section 1.06

  	
  Letter of Credit Amounts

  	
  38

  
	
  Section 1.07

  	
  Currency Equivalents Generally

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  THE COMMITMENTS AND
  CREDIT EXTENSIONS

  	
   

  
	
   

  	
   

  
	
  Section 2.01

  	
  The Loans

  	
  38

  
	
  Section 2.02

  	
  Borrowings, Conversions and Continuations of Loans

  	
  39

  
	
  Section 2.03

  	
  Letters of Credit

  	
  41

  
	
  Section 2.04

  	
  Prepayments

  	
  50

  
	
  Section 2.05

  	
  Termination or Reduction of Commitments

  	
  52

  
	
  Section 2.06

  	
  Repayment of Loans

  	
  53

  
	
  Section 2.07

  	
  Interest

  	
  55

  
	
  Section 2.08

  	
  Fees

  	
  55

  
	
  Section 2.09

  	
  Computation of Interest and Fees

  	
  56

  
	
  Section 2.10

  	
  Evidence of Debt

  	
  56

  
	
  Section 2.11

  	
  Payments Generally; Administrative Agent’s Clawback

  	
  57

  
	
  Section 2.12

  	
  Sharing of Payments by Lenders

  	
  59

  
	
  Section 2.13

  	
  Increase in Commitments

  	
  60

  
	
  Section 2.14

  	
  Incremental Term Facility

  	
  62

  
	
  Section 2.15

  	
  Additional Facilities

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  TAXES, YIELD PROTECTION
  AND ILLEGALITY

  	
   

  
	
   

  	
   

  
	
  Section 3.01

  	
  Taxes

  	
  65

  
	
  Section 3.02

  	
  Illegality

  	
  67

  
	
  Section 3.03

  	
  Inability to Determine Rates

  	
  67

  
	
  Section 3.04

  	
  Increased Costs; Reserves on Eurodollar Rate Loans

  	
  68

  
	
  Section 3.05

  	
  Compensation for Losses

  	
  69

  
	
  Section 3.06

  	
  Mitigation Obligations; Replacement of Lenders

  	
  70

  



 

















 


	
  ARTICLE IV

  	
   

  
	
   

  	
   

  
	
  GUARANTY

  	
   

  
	
   

  	
   

  
	
  Section 4.01

  	
  Guaranty

  	
  71

  
	
  Section 4.02

  	
  Rights of Lenders

  	
  71

  
	
  Section 4.03

  	
  Certain Waivers

  	
  71

  
	
  Section 4.04

  	
  Obligations Independent

  	
  72

  
	
  Section 4.05

  	
  Subrogation

  	
  72

  
	
  Section 4.06

  	
  Termination; Reinstatement

  	
  72

  
	
  Section 4.07

  	
  Subordination

  	
  72

  
	
  Section 4.08

  	
  Stay of Acceleration

  	
  73

  
	
  Section 4.09

  	
  Condition of Company

  	
  73

  
	
  Section 4.10

  	
  Limitation on Guaranty

  	
  73

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  
	
  CONDITIONS PRECEDENT

  	
   

  
	
   

  	
   

  
	
  Section 5.01

  	
  Conditions of Initial Credit Extension

  	
  74

  
	
  Section 5.02

  	
  Conditions to all Credit Extensions

  	
  77

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  
	
  REPRESENTATIONS AND
  WARRANTIES

  	
   

  
	
   

  	
   

  
	
  Section 6.01

  	
  Existence, Qualification and Power

  	
  77

  
	
  Section 6.02

  	
  Subsidiaries; Affiliates; Loan Parties

  	
  78

  
	
  Section 6.03

  	
  Authority; No Conflict

  	
  78

  
	
  Section 6.04

  	
  Financial Condition

  	
  78

  
	
  Section 6.05

  	
  Litigation, Compliance with Laws

  	
  80

  
	
  Section 6.06

  	
  Titles and Liens

  	
  80

  
	
  Section 6.07

  	
  Regulation U; Investment Company Act

  	
  80

  
	
  Section 6.08

  	
  Taxes

  	
  80

  
	
  Section 6.09

  	
  Other Credit Agreements

  	
  80

  
	
  Section 6.10

  	
  Full Disclosure

  	
  81

  
	
  Section 6.11

  	
  No Default

  	
  81

  
	
  Section 6.12

  	
  Approval of Regulatory Authorities

  	
  81

  
	
  Section 6.13

  	
  Binding Agreements

  	
  81

  
	
  Section 6.14

  	
  Franchises

  	
  81

  
	
  Section 6.15

  	
  Collective Bargaining Agreements

  	
  82

  
	
  Section 6.16

  	
  Investments

  	
  82

  



 


ii

















 


	
  ARTICLE VII

  	
   

  
	
   

  	
   

  
	
  COVENANTS OF THE COMPANY AND THE RESTRICTED
  SUBSIDIARIES

  	
   

  
	
   

  	
   

  
	
  Section 7.01

  	
  Financial Statements and Other Information

  	
  82

  
	
  Section 7.02

  	
  Taxes and Claims

  	
  85

  
	
  Section 7.03

  	
  Insurance

  	
  86

  
	
  Section 7.04

  	
  Maintenance of Existence; Conduct of Business

  	
  86

  
	
  Section 7.05

  	
  Maintenance of and Access to Properties

  	
  86

  
	
  Section 7.06

  	
  Compliance with Applicable Laws

  	
  86

  
	
  Section 7.07

  	
  Litigation

  	
  86

  
	
  Section 7.08

  	
  Subsidiaries

  	
  87

  
	
  Section 7.09

  	
  Franchises

  	
  87

  
	
  Section 7.10

  	
  Use of Proceeds

  	
  87

  
	
  Section 7.11

  	
  Further Assurances

  	
  88

  
	
  Section 7.12

  	
  Indebtedness

  	
  88

  
	
  Section 7.13

  	
  Contingent Liabilities

  	
  89

  
	
  Section 7.14

  	
  Liens

  	
  90

  
	
  Section 7.15

  	
  Leases

  	
  91

  
	
  Section 7.16

  	
  TKR

  	
  91

  
	
  Section 7.17

  	
  Investments

  	
  91

  
	
  Section 7.18

  	
  Restricted Payments

  	
  92

  
	
  Section 7.19

  	
  Business

  	
  93

  
	
  Section 7.20

  	
  Transactions with Affiliates

  	
  93

  
	
  Section 7.21

  	
  Amendments of Certain Instruments

  	
  93

  
	
  Section 7.22

  	
  Issuance of Stock

  	
  93

  
	
  Section 7.23

  	
  Operating Cash Flow

  	
  94

  
	
  Section 7.24

  	
  Cash Flow Ratio

  	
  94

  
	
  Section 7.25

  	
  Senior Secured Leverage Ratio

  	
  95

  
	
  Section 7.26

  	
  Incremental Term Facility Covenants

  	
  95

  
	
  Section 7.27

  	
  Additional Facility Covenants

  	
  95

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  
	
  EVENTS OF DEFAULT AND
  REMEDIES

  	
   

  
	
   

  	
   

  
	
  Section 8.01

  	
  Events of Default

  	
  95

  
	
  Section 8.02

  	
  Remedies upon Event of Default

  	
  99

  
	
  Section 8.03

  	
  Application of Funds

  	
  100

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  
	
  THE ADMINISTRATIVE
  AGENT

  	
   

  
	
   

  	
   

  
	
  Section 9.01

  	
  Appointment and Authority

  	
  101

  
	
  Section 9.02

  	
  Rights as a Lender

  	
  102

  
	
  Section 9.03

  	
  Exculpatory Provisions

  	
  102

  
	
  Section 9.04

  	
  Reliance by Administrative Agent

  	
  103

  
	
  Section 9.05

  	
  Delegation of Duties

  	
  104

  
	
  Section 9.06

  	
  Resignation of Administrative Agent

  	
  104

  
	
  Section 9.07

  	
  Non-Reliance on Administrative Agent and Other Lenders

  	
  105

  



 


iii

















 


	
  Section 9.08

  	
  No Other Duties, Etc.

  	
  105

  
	
  Section 9.09

  	
  Administrative Agent May File Proofs of Claim

  	
  105

  
	
  Section 9.10

  	
  Collateral and Guaranty Matters

  	
  106

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  Section 10.01

  	
  Amendments, Etc.

  	
  107

  
	
  Section 10.02

  	
  Notices; Effectiveness; Electronic Communications

  	
  109

  
	
  Section 10.03

  	
  No Waiver; Cumulative Remedies

  	
  111

  
	
  Section 10.04

  	
  Expenses; Indemnity; Damage Waiver

  	
  111

  
	
  Section 10.05

  	
  Payments Set Aside

  	
  113

  
	
  Section 10.06

  	
  Successors and Assigns

  	
  113

  
	
  Section 10.07

  	
  Right of Setoff

  	
  118

  
	
  Section 10.08

  	
  Interest Rate Limitation

  	
  119

  
	
  Section 10.09

  	
  Counterparts; Integration; Effectiveness

  	
  119

  
	
  Section 10.10

  	
  Survival of Representations and Warranties

  	
  119

  
	
  Section 10.11

  	
  Severability

  	
  120

  
	
  Section 10.12

  	
  Replacement of Lenders

  	
  120

  
	
  Section 10.13

  	
  Governing Law; Jurisdiction; Etc.

  	
  121

  
	
  Section 10.14

  	
  Waiver of Jury Trial

  	
  121

  
	
  Section 10.15

  	
  No Advisory or Fiduciary Responsibility

  	
  122

  
	
  Section 10.16

  	
  USA PATRIOT Act Notice

  	
  123

  
	
  Section 10.17

  	
  Senior Indebtedness

  	
  123

  
	
  Section 10.18

  	
  Liability of General Partners and Other Persons

  	
  123

  
	
  Section 10.19

  	
  Authorization of Third Parties to Deliver Information and Discuss
  Affairs

  	
  123

  
	
  Section 10.20

  	
  Acknowledgement

  	
  123

  



 


	
  Schedule 1.01(i)

  	
  Restricted Subsidiaries

  
	
  Schedule 1.01(ii)

  	
  Unrestricted
  Subsidiaries

  
	
  Schedule 1.01(iii)

  	
  Guarantors

  
	
  Schedule 2.01

  	
  Commitments and
  Applicable Percentages

  
	
  Schedule 2.03

  	
  Existing Letters of
  Credit

  
	
  Schedule 6.02

  	
  Subsidiaries;
  Affiliates; Loan Parties

  
	
  Schedule 6.03

  	
  Required Consents and
  Regulatory Approvals

  
	
  Schedule 6.05

  	
  Existing Litigation

  
	
  Schedule 6.14

  	
  Existing Franchises

  
	
  Schedule 6.16

  	
  Existing Investments

  
	
  Schedule 7.12

  	
  Existing Indebtedness

  
	
  Schedule 7.13

  	
  Existing Guarantees

  
	
  Schedule 7.14

  	
  Existing Liens

  
	
  Schedule 7.20

  	
  Transactions with
  Affiliates

  
	
  Schedule 10.02

  	
  Administrative Agent’s
  Office, Certain Addresses for Notices

  
	
   

  	
   

  



 


iv

















 


	
  Schedule 10.06

  	
  Processing and
  Recordation Fees

  
	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Committed
  Loan Notice

  
	
  EXHIBIT B-1

  	
  Form of Term Note

  
	
  EXHIBIT B-2

  	
  Form of Revolving
  Credit Note

  
	
  EXHIBIT C

  	
  Form of Compliance
  Certificate

  
	
  EXHIBIT D-1

  	
  Form of
  Certificate as to Quarterly Financial Statements

  
	
  EXHIBIT D-2

  	
  Form of
  Certificate as to Annual Financial Statements

  
	
  EXHIBIT E

  	
  Form of Opinion of
  Counsel to the Company and the Restricted Subsidiaries

  
	
  EXHIBIT F-1

  	
  Form of Opinion of
  Special New York Counsel to the Company and the Restricted Subsidiaries

  
	
  EXHIBIT F-2

  	
  Form of Opinion of
  Special New Jersey Counsel to the Company and the Restricted Subsidiaries

  
	
  EXHIBIT F-3

  	
  Form of Opinion of
  Special FCC Counsel to the Company and the Restricted Subsidiaries

  
	
  EXHIBIT G

  	
  Form of Opinion of
  Special New York Counsel to the Administrative Agent

  
	
  EXHIBIT H

  	
  Form of Assignment
  and Assumption Agreement

  
	
  EXHIBIT I

  	
  Form of Incremental
  Term Supplement

  
	
  EXHIBIT J-1

  	
  Form of Additional
  Incremental Term Facility Supplement

  
	
  EXHIBIT J-2

  	
  Form of Additional
  Revolver/Term A Facility Supplement

  



 


v

















 


CREDIT AGREEMENT


 


This
CREDIT AGREEMENT is entered into as of February 24, 2006, and amended and
restated in its entirety as of May 27, 2009 (this “Credit Agreement”),
among CSC HOLDINGS, INC., a Delaware corporation (the “Company”), the
Restricted Subsidiaries identified herein, the lenders which are parties
hereto, together with their respective successors and assigns, and BANK OF
AMERICA, N.A., as Administrative Agent, Collateral Agent and L/C Issuer.


 


WHEREAS,
on June 26, 2001, the Company, certain of its subsidiaries named therein,
the several banks whose names are set forth on the signature pages thereof,
and Toronto Dominion (Texas), Inc., as arranging agent and as
administrative agent, entered into the Existing Credit Agreement;


 


WHEREAS,
the Company and the Restricted Subsidiaries are engaged in the business of
developing, constructing, owning, acquiring, altering, repairing, financing,
operating, maintaining, publishing, distributing, promoting and otherwise
exploiting cable television systems and related businesses, including, without
limitation, telecommunications services, data transmission and telephony
activities; and


 


WHEREAS,
the Company and the Restricted Subsidiaries have requested that the Lenders
provide revolving credit and term loan facilities for the purposes set forth in
Section 7.10, including the repayment in full of all amounts
outstanding under the Existing Credit Agreement and the replacement thereof
with these facilities, and the Lenders are willing to do so on the terms and
conditions set forth herein, and each of the Guarantors expects to derive
benefit, directly or indirectly, from such extensions of credit.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto covenant and agree as follows:


 


ARTICLE I



DEFINITIONS AND ACCOUNTING MATTERS


 


Section 1.01           Certain
Defined Terms. As used herein, the following terms shall have the following
meanings:


 


“Accumulated
Funding Deficiency” shall mean an accumulated funding deficiency as defined
in Section 302 of ERISA.


 


“Additional
Extension Fee” has the meaning specified in Section 2.15(c)(ii).


 

















 


“Additional
Facility” means any additional tranche of commitments and loans established
pursuant to an Additional Facility Supplement.


 


“Additional
Facility Borrowing” mean, with regards to an Additional Facility, a
borrowing consisting of simultaneous Additional Facility Loans of the same Type
and, in the case of Eurodollar Rate Loans, having the same Interest Period made
by each of the Additional Facility Lenders party to, and pursuant to Section 1
of, the respective Additional Facility Supplement.


 


“Additional
Facility Closing Date” means, with regards to an Additional Facility, the
first date all the conditions precedent set forth in the respective Additional
Facility Supplement are satisfied or waived in accordance with Section 2.15(d).


 


“Additional
Facility
Commitment” means, with regards to an Additional Facility, as to
each Additional Facility Lender,
its obligation to make Additional Facility Loans to the Company pursuant to Section 1
of the respective Additional Facility Supplement in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite
such Lender’s name on Schedule I to such Additional Facility Supplement
under the caption “Additional Term Facility Commitment” or “Additional
Revolving Credit Commitment”, as applicable, or opposite such caption in the
Assignment and Assumption pursuant to which such Additional Facility Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time
to time in accordance with this Credit Agreement.


 


“Additional
Facility Lender” means, at any time, with regards to an Additional
Facility, (a) on or prior to the respective Additional
Facility Closing Date,
any Lender that has an Additional Facility Commitment under that Additional
Facility at such time and (b) at any time after such Additional Facility Closing Date, any Lender that holds Additional
Facility Loans or
Additional Facility Commitments under that Additional Facility at such time.


 


“Additional
Facilities Limit”
means, with regards to an Additional Facility, an amount equal to
$5,233,000,000 minus the aggregate amount of all Commitments and Loans
outstanding under all other existing Facilities (including any other Additional
Facilities being entered into on such date, but after giving effect to any
repayments of Loans (and reductions of Commitments) to be made with the
proceeds of such Additional Facility and each other Additional Facility being
entered into on such date).


 


“Additional
Facility
Loan” means, with regards to an Additional Facility, an advance made
by an Additional Facility Lender under such Additional Facility.


 


“Additional
Facility Note” means, with regards to an Additional Facility, a promissory
note made by the Company in favor of an Additional
Facility Lender
under such Additional Facility, evidencing Additional
Facility Loans
made by such Additional Facility Lender under such Additional
Facility, substantially in the form of Exhibit A to the respective Additional Facility Supplement.


 


2

















 


“Additional
Facility Supplement” means either an Additional Incremental Term Facility
Supplement or an Additional Revolver/Term A Facility Supplement, as the context
may require.


 


“Additional
Incremental Term Facility” means an Additional Facility designated as an “Additional
Incremental Term Facility” by the Company and established pursuant to an
Additional Incremental Term Facility Supplement.


 


“Additional
Incremental Term Facility Supplement” means a supplement to this Agreement
in substantially the form of Exhibit J-1 hereto duly completed such
that such supplement shall set forth the terms and conditions relating to an
Additional Incremental Term Facility.


 


“Additional
Revolver/Term A Facility” means an Additional Facility designated as an “Additional
Revolver/Term A Facility” by the Company and established pursuant to an
Additional Revolver/Term A Facility Supplement.


 


“Additional
Revolver/Term A Facility Supplement” means a supplement to this Agreement
in substantially the form of Exhibit J-2 hereto duly completed such
that such supplement shall set forth the terms and conditions relating to an
Additional Revolver/Term A Facility.


 


“Additional
Term Facility Amount” means, at any time, with regards to an Additional
Facility (other than a Revolving Credit Facility), (a) on or prior to an Additional Facility Closing
Date, the aggregate amount of the “Additional Term Facility Commitments”
set forth in the respective Additional Facility Supplement at such time
and (b) thereafter, the aggregate principal amount of all Loans outstanding funded pursuant to
such Additional Term Facility Commitments.


 


“Additional
Term Facility
Commitment” means, with regards to an Additional Facility, as to
each Additional Facility Lender
thereunder, its obligation to make Loans to the Company pursuant to Section 1
of the respective Additional Facility Supplement in an aggregate principal amount
at any one time outstanding not to exceed the amount set forth opposite such
Lender’s name on Schedule I to such Additional Facility Supplement under
the caption “Additional Term Facility Commitment”, or opposite such caption in
the Assignment and Assumption pursuant to which such Additional Facility Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time
to time in accordance with this Credit Agreement.


 


 “Administrative Agent” shall mean Bank
of America in its capacity as administrative agent for the Lenders hereunder
and its successors in such capacity.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 10.02, or such other
address or account as the Administrative Agent may from time to time notify to
the Company and the Lenders.


 


3

















 


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


 


“Affiliate”
shall mean, as to any Person, any other Person which directly or indirectly
controls, or is under common control with, or is controlled by, such
Person.  As used in this definition, “control”
(including, with its correlative meanings, “controlled by” and “under
common control with”) shall mean possession, directly or indirectly, of the
power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests, by
contract or otherwise), provided that, in any event, any Person which
owns directly or indirectly 10% or more of the securities having ordinary
voting power for the election of directors or other governing body of a
corporation or 10% or more of the partnership or other ownership interests of
any other Person (other than as a limited partner of such other Person) will be
deemed to control such corporation or other Person; and provided  further
that no individual shall be an Affiliate of a corporation or partnership solely
by reason of his or her being an officer, director or partner of such entity,
except in the case of a partner if his or her interests in such partnership
shall qualify him or her as an Affiliate.


 


“Aggregate
Commitments” means the Commitments of all the Lenders.


 


“Agreement
Date” means February 24, 2006.


 


“Amended and
Restated Date” means May 27, 2009.


 


“Annualized
Operating Cash Flow” shall mean, as at any date, an amount equal to the sum
of (i) Operating Cash Flow (excluding any non-recurring cash items of the
Company and its Restricted Subsidiaries in excess of $10,000,000 included in
deriving Operating Cash Flow in such period) for the period of three complete
consecutive calendar months ending on or most recently prior to such date,
multiplied by four, plus (ii) any non-recurring cash items excluded
in clause (i) above.


 


 “Applicable Percentage” means (a) in
respect of the Term A-1 Facility, with respect to any Term A-1 Lender
at any time, the percentage (carried out to the ninth decimal place) of the
Term A-1 Facility represented by (i) on or prior to the Closing Date, such Term A-1 Lender’s
Term A-1 Commitment at such time and (ii) thereafter, the principal
amount of such Term A-1 Lender’s Term A-1 Loans at such time, (b) in respect of the Term A-2 Facility,
with respect to any Term A-2 Lender at any time, the percentage (carried
out to the ninth decimal place) of the Term A-2 Facility
represented by (i) on or prior to
the Closing Date, such Term A-2 Lender’s Term A-2 Commitment
at such time and (ii) thereafter, the principal amount of such
Term A-2 Lender’s Term A-2 Loans at such time, (c) in respect of the Incremental B Term
Facility, with respect to any Incremental B Term Lender at any time, the
percentage (carried out to the ninth decimal place) of the Incremental B Term Facility
represented by the principal amount of such Incremental B Term Lender’s Incremental B Term Loans at such
time, (d) in
respect of the Incremental B-2 Extended Term Facility, with respect to any
Incremental B-2 Extended Term Lender at any time, the percentage (carried out
to the ninth decimal place) of the Incremental B-2 Extended Term Facility
represented by the principal 


 


4

















 


amount of such Incremental B-2 Extended Term Lender’s Incremental B-2 Extended Term Loans at such
time, (e) in respect of an Additional Facility, with respect to any
Additional Facility Lender party thereto at any time, the percentage
(carried out to the ninth decimal place) of the Additional Term Facility
Amount represented by (i) on or
prior to the respective Additional Facility Closing Date, such Additional Facility Lender’s
Additional Term Facility Commitment at such time and (ii) thereafter,
the principal amount of such Additional Facility Lender’s Additional Facility Loans funded pursuant to such
Additional Term Facility Commitment at such time and (f) in respect of the
Revolving Credit Facility, with respect to any Revolving Credit Lender at any
time, the percentage (carried out to the ninth decimal place) of the Revolving
Credit Facility represented by such Revolving Credit Lender’s Revolving Credit
Commitment at such time.  If the
commitment of each Revolving Credit
Lender to make Revolving Credit
Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have
been terminated
pursuant to  Section 8.02, or if
the Revolving Credit
Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of
the Revolving Credit Facility
shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving  Credit Facility
most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each
Lender in respect of each Facility is set forth opposite the name of such
Lender on Schedule 2.01 (or, in the case of any Incremental Term Lender,
on Schedule I to the Incremental Term Supplement and, in the case of any Additional Facility Lender, on Schedule I to the respective Additional Facility Supplement, if any) or in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, as
applicable.


 


 “Applicable Rate” means, (a) with
respect to each Term A Facility and the Revolving Credit Facility, the applicable percentage per annum set forth below determined by
reference to the Cash Flow Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 7.01(d),
provided that, (i) for the first six months following the Closing Date, the Applicable Rate in respect of the
Term A-1 Facility and the Revolving Credit Facility shall not be less than 0.25% per annum for
Base Rate Loans and 1.25% per annum for Eurodollar Rate Loans and (ii) from
the 91st day following the Closing Date until the
Maturity Date applicable to the Term A-2 Facility, the then Applicable Rate in
respect to the Term A-2 Facility shall be increased by 0.25%:


 


5

















 


	
   

  	
   

  	
   

  	
   

  	
  Revolving Credit Facility 

  and

  Term A-1 Facility

  	
   

  	
  Term A-2 Facility

  	
   

  
	
  Pricing 

  Level

  	
   

  	
  Cash Flow 

  Ratio

  	
   

  	
  Eurodollar 

  Rate  

  (Letters of 

  Credit)

  	
   

  	
  Base 

  Rate

  	
   

  	
  Eurodollar 

  Rate

  	
   

  	
  Base 

  Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  <4.00:1

  	
   

  	
  0.75

  	
  %

  	
  0.00

  	
  %

  	
  1.25

  	
  %

  	
  0.25

  	
  %

  
	
  2

  	
   

  	
  >4.00:1 but <4.75:1

  	
   

  	
  1.00

  	
  %

  	
  0.00

  	
  %

  	
  1.25

  	
  %

  	
  0.25

  	
  %

  
	
  3

  	
   

  	
  >4.75:1 but <5.50:1

  	
   

  	
  1.25

  	
  %

  	
  0.25

  	
  %

  	
  1.25

  	
  %

  	
  0.25

  	
  %

  
	
  4

  	
   

  	
  >5.50:1 but <6.50:1

  	
   

  	
  1.50

  	
  %

  	
  0.50

  	
  %

  	
  1.50

  	
  %

  	
  0.50

  	
  %

  
	
  5

  	
   

  	
  >6.50:1

  	
   

  	
  1.75

  	
  %

  	
  0.75

  	
  %

  	
  1.75

  	
  %

  	
  0.75

  	
  %

  



 


(b) in respect of the Incremental Term Facility, the rate
specified as such in the Incremental Term Supplement and (c) in respect of
any Additional Facility, the rate specified as such in the respective
Additional Facility Supplement.


 


Any increase or decrease
in the Applicable Rate resulting from a change in the Cash Flow Ratio shall
become effective as of the first Business Day immediately following the date a
Compliance Certificate is delivered pursuant to Section 7.01(d); provided,
however, that if a Compliance Certificate is not delivered when due in
accordance with such Section, then Pricing Level 5 shall apply in respect of
each Term A Facility and the Revolving Credit Facility as of the first
Business Day after the date on which such Compliance Certificate was required
to have been delivered.


 


“Applicable
Revolving Credit Percentage” means with respect to any Revolving Credit
Lender at any time, such Revolving Credit Lender’s Applicable Percentage in
respect of the Revolving Credit Facility at such time.


 


“Appropriate Lender” means, at
any time, (a) with respect to any of the Term A-1 Facility, the Term
A-2 Facility, the Revolving Credit Facility, the Incremental Term Facility or
the Additional Facilities, if any, a Lender that has a Commitment with
respect to such Facility or holds a Term A-1 Loan, a Term A-2 Loan, a Revolving
Credit Loan, an Incremental Term Loan or an Additional Facility Loan, if any,
respectively, at such time, and (b) with respect to the Letter of Credit
Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have
been issued pursuant to Section 2.03(a), the Revolving Credit Lenders.


 


6
















 


 “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.


 


“Assignee Group”
means two or more Eligible Assignees that are Affiliates of one another or two
or more Approved Funds managed by the same investment advisor.


 


“Assignment and
Assumption” means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is
required by Section 10.06(b)), and accepted by the Administrative
Agent, in substantially the form of Exhibit H or any other form
approved by the Administrative Agent.


 


“Availability
Period” means in respect of the Revolving Credit Facility, the period
from and including the Closing Date to the earliest of (i) the Maturity
Date for the Revolving Credit Facility, (ii) the date of termination of
the Revolving Credit Commitments pursuant to Section 2.05, and (iii) the
date of termination of the commitment of each Revolving Credit Lender to make
Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C
Credit Extensions pursuant to Section 8.02.


 


“Bank of America”
means Bank of America, N.A. and its successors.


 


“Bank of
America Fee
Letter” means the letter agreement, dated February 24, 2006,
among the Company, the Administrative Agent and the L/C Issuer.


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the higher of (a) the
Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in
effect for such day as publicly announced from time to time by Bank of America
as its “prime rate.”  The “prime rate” is
a rate set by Bank of America based upon various factors including Bank of
America’s costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. 
Any change in such rate announced by Bank of America shall take effect
at the opening of business on the day specified in the public announcement of
such change.


 


“Base Rate Loan”
means a Revolving Credit Loan, a
Term A Loan, an Incremental Term
Loan or an Additional Facility Loan, if any, that bears interest based on the
Base Rate.


 


 “Borrowing” means a Revolving Credit
Borrowing, a Term A Borrowing, an Incremental Term Borrowing or an
Additional Facility Borrowing, if any, as the context may require.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial
banks are authorized to close under the Laws of, or are in fact closed in, the
State of New York and, if such day relates to any Eurodollar Rate Loan,


 


7

















 


means
any such day on which dealings in Dollar deposits are conducted by and between
banks in the London interbank eurodollar market.


 


 “Capital Lease Obligations” shall mean,
as to any Person, the obligations of such Person to pay rent or other amounts
under a lease of (or other agreement conveying the right to use) real and/or
personal property, which obligations are required to be classified and
accounted for as a capital lease on a balance sheet of such Person under GAAP
(including Statement of Financial Accounting Standards No. 13 of the
Financial Accounting Standards Board) and, for purposes of this Credit
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP (including such Statement No. 13).


 


“Cash Collateral”
has the meaning specified in Section 2.03(g).


 


“Cash Collateralize”
has the meaning specified in Section 2.03(g).


 


“Cash Flow
Ratio” shall mean, as at any date, the ratio of (i) the sum of the
aggregate outstanding principal amount of all Indebtedness of the Company and
the Restricted Subsidiaries outstanding on such date (determined on a
consolidated basis) plus (but without duplication of Indebtedness
supported by Letters of Credit) the aggregate undrawn face amount of all L/C
Obligations outstanding on such date to (ii) Annualized Operating Cash
Flow determined as at the last day of the quarter covered by the then most
recent Compliance Certificate delivered to the Lenders pursuant to Section 7.01(d) hereof,
a copy of which has been delivered to the Administrative Agent (and any change in
such ratio as a result of a change in the amount of Indebtedness or Letters of
Credit shall be effective as of the date such change shall occur and any change
in such ratio as a result of a change in the amount of Annualized Operating
Cash Flow shall be effective as of the date of receipt by the Administrative
Agent of the Compliance Certificate delivered pursuant to Section 7.01(d) hereof,
reflecting such change).  Notwithstanding
the foregoing, for purposes of calculating the Cash Flow Ratio, there shall be
excluded from Indebtedness, to the extent otherwise included as Indebtedness, (A) any
deferred or contingent obligation of the Company to pay the consideration for
an Investment not prohibited by Section 7.17 hereof to the extent
such obligation can be satisfied with the delivery of common stock of the
Parent Corp. or other equity interests of the Parent Corp. and the Company
covenants and agrees in a notice to the Administrative Agent that such
obligation shall be satisfied solely by the delivery of such common stock or
other equity interests; (B) any deferred purchase price in connection with
any acquisition not prohibited by Section 7.17 to the extent that
the Company’s obligations in respect of such deferred purchase price consist
solely of an agreement to deliver common stock of the Parent Corp. or other
equity interests of the Parent Corp.; (C) all obligations under any
interest rate Swap Contract; and (D)(x) all obligations under any
Guarantee permitted under subparagraph (viii) of Section 7.13
hereof and (y) all obligations under any Guarantee not prohibited by Section 7.13
hereof so long as the obligations under such Guarantees referred to in this
clause (y) are payable, solely at the option of the Company, in common
stock of the Parent Corp. or other equity interests of the Parent Corp. and the
Company covenants and agrees in a notice to the Administrative


 


8

















 


Agent
that such obligation shall be satisfied solely by the delivery of such common
stock or other equity interests.


 


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


 


“Cash Management Bank” means any
Person that, at the time it enters into a Cash Management Agreement, is a
Lender or an Affiliate of a Lender, in its capacity as a party to such Cash
Management Agreement.


 


 “Change in Law” means the occurrence,
after the date of this Credit Agreement, of any of the following: (a) the
adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration,
interpretation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not
having the force of law) by any Governmental Authority.


 


“Closing Date”
means the first date all the conditions precedent in Section 5.01
are satisfied or waived in accordance with Section 10.05.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Collateral”
means all of the “Collateral”
referred to in the Collateral Documents and all of the other property that is
or is intended under the terms of the Collateral Documents to be subject to
Liens in favor of the Administrative Agent for the benefit of the Secured
Parties.


 


“Collateral
Agent” shall mean Bank of America in its capacity as collateral agent for
the Lenders under the Pledge Agreement and its successors in such capacity.


 


“Collateral
Documents” means, collectively, the Pledge Agreement, and each of
the other agreements, instruments or documents that creates or purports to
create a Lien in favor of the Administrative Agent for the benefit of the
Secured Parties.


 


“Committed Loan
Notice” means a notice of (a) a Term Borrowing, (b) a
Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the
other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit A.


 


“Commitment”
means a Term A Commitment, a Revolving Credit Commitment, an Incremental
Term Commitment or an Additional Facility Commitment, if any, as the context
may require.


 


 “Commitment Fee” shall have the meaning
given to such term in Section 2.08(a) hereof.


 


9

















 


“Commitment
Increase Threshold” means $3,500,000,000.


 


“Company”
shall have the meaning given to such term in the preamble to this Credit
Agreement.


 


“Company
Materials” has the meaning specified in Section 7.01


 


“Compliance
Certificate” shall mean a certificate of a senior financial executive of
the Company in substantially the form of Exhibit C hereto.


 


“Consolidated
Cash Taxes” shall mean, for any period, the sum of all federal, state and
local income taxes on operations paid during such period by the Company and the
Restricted Subsidiaries and all tax consolidated Unrestricted Subsidiaries
taken as a whole, net of any actual reimbursements therefor received from any
Unrestricted Subsidiaries.


 


 “Contractual Obligation” means, as to any
Person, any provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or
by which it or any of its property is legally bound.


 


“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
ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Credit Extension”
means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.


 


“CSC Technology”
shall mean CSC Technology, Inc., a Delaware corporation.


 


“Debenture Debt”
shall mean (i) all debt listed on Schedule 7.12 hereto under the
heading “Subordinated Debentures” or “Senior Debentures” and (ii) all
Permitted Debt.


 


“Debt
Instruments” shall mean, collectively, the respective notes and debentures
evidencing, and indentures and other agreements governing, any Indebtedness.


 


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


 


“Default”
means any event or condition that constitutes an Event of Default or that, with
the giving of any notice, the passage of time, or both, would be an Event of
Default.


 


10

















 


“Default Rate”
means (a) when used with respect to Obligations other than Letter of
Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2%
per annum; provided, however, that with respect to a Eurodollar
Rate Loan, the Default Rate shall be an interest rate equal to the interest
rate (including any Applicable Rate) otherwise applicable to such Loan plus
2% per annum and (b) when used with respect to Letter of Credit Fees, a
rate equal to the Applicable Rate plus 2% per annum.


 


“Defaulting Lender”
means any Lender that (a) has failed to fund any portion of the Term
Loans, Revolving Credit Loans or participations in L/C Obligations required to
be funded by it hereunder within one Business Day of the date required to be
funded by it hereunder, (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid
by it hereunder within one Business Day of the date when due, unless the
subject of a good faith dispute, or (c) has been deemed insolvent or
become the subject of a bankruptcy or insolvency proceeding.


 


 “Disposition” or “Dispose”
means the sale, transfer, license, lease or other disposition (including any
sale and leaseback transaction) of any property by any Person (or the granting
of any option or other right to do any of the foregoing), including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith; provided that the term
Disposition specifically excludes (i) dispositions of obsolete or
worn out property, whether now owned or hereafter acquired, in the ordinary
course of business, (ii) dispositions of inventory in the ordinary course
of business; and (iii) dispositions of property by any Restricted
Subsidiary to the Company or to another Restricted Subsidiary; provided
that if the transferor of such property is a Guarantor, the transferee thereof
must either be the Company or a Guarantor.


 


“Dolan”
shall mean Charles F. Dolan.


 


“Dolan Family
Interests” shall mean (i) any Dolan Family Member, (ii) any
trusts for the benefit of any Dolan Family Members, (iii) any estate or
testamentary trust of any Dolan Family Member for the benefit of any Dolan
Family Members, (iv) any executor, administrator, conservator or legal or
personal representative of any Person or Persons specified in clauses (i), (ii) and
(iii) above to the extent acting in such capacity on behalf of any Dolan
Family Member or Members and not individually and (v) any corporation,
partnership, limited liability company or other similar entity, in each case
80% of which is owned and controlled by any of the foregoing or combination of
the foregoing.


 


“Dolan Family
Members” shall mean Dolan, his spouse, his descendants and any spouse of
any of such descendants.


 


“Dollars”
and “$” shall mean lawful money of the United States of America.


 


11

















 


“Eligible Assignee”
means (a) with respect to any assignment of any Revolving Credit
Commitment or Revolving Credit Loan, (i) a Revolving Credit Lender, (ii) an
Affiliate of a Revolving Credit Lender, and (iii) any other Person (other
than a natural person) approved by (A) the Administrative Agent, (B) in
the case of any assignment of a Revolving Commitment, the L/C Issuer, and (C) unless
an Event of Default has occurred and is continuing, the Company (each such
approval not to be unreasonably withheld or delayed), (b) subject to
clause (c) below, with respect to any assignment of any Term Commitment or
Term Loan, (i) a Lender, (ii) an Affiliate of a Lender, (iii) an
Approved Fund, and (iv) any other Person (other than a natural person)
approved by (A) the Administrative Agent, and (B) in the case of the
Term A-1 Facility and unless an Event of Default has occurred and is
continuing, the Company (each such approval not to be unreasonably withheld or
delayed), and (c) with respect to any assignment of any Term A-2
Commitment or Term A-2 Loan by any Term A-2 Lender made prior to June 30,
2006, (i) an Affiliate of such Term A-2 Lender and (ii) any other
Person (other than a natural person) approved by, unless an Event of Default
has occurred and is continuing, the Company; provided that, in each
case, notwithstanding the foregoing, “Eligible Assignee” shall not include the
Company or any of the Company’s Affiliates or Subsidiaries.


 


“Environmental Laws”
means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions,
grants, franchises, licenses, agreements or governmental restrictions relating
to pollution and the protection of the environment or the release of any
materials into the environment, including those related to hazardous substances
or wastes, air emissions and discharges to waste or public systems.


 


“Environmental
Liability” means any liability, contingent or otherwise (including
any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of the Company, any other Loan Party or any of their
respective 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, (d) the release or threatened release of any
Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.


 


“Equity Interests” means,
with respect to any Person, any of the shares of capital stock of (or other
ownership or profit interests in) such Person, any of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of
capital stock of (or other ownership or profit interests in) such Person, any
of the securities convertible into or exchangeable for shares of capital stock
of (or other ownership or profit interests in) such Person or warrants, rights or
options for the purchase or acquisition from such Person of such shares (or
such other interests), and any of the other ownership or profit interests in
such Person (including partnership, member or trust interests therein), whether
voting or nonvoting, and whether or not such shares, warrants, options, rights
or other interests are outstanding on any date of determination.


 


12

















 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA
Affiliate” shall mean, when used with respect to a Plan, ERISA, the PBGC or
a provision of the Code pertaining to employee benefit plans, any Person that
is a member of any group of organizations within the meaning of Sections
414(b), (c), (m) or (o) of the Code of which the Company is a member.


 


“Eurodollar
Base Rate” has the meaning specified in the definition of Eurodollar Rate.


 


 “Eurodollar Rate” means for any
Interest Period with respect to a Eurodollar Rate Loan, a rate per annum
determined by the Administrative Agent pursuant to the following formula:


 


	
  Eurodollar Rate  =

  	
  Eurodollar Base Rate

  
	
  1.00 – Eurodollar Reserve Percentage

  



 


Where,


 


“Eurodollar
Base Rate” means, for such Interest Period, the rate per annum equal to the
British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by
Reuters (or other commercially available source providing quotations of BBA
LIBOR as designated by the Administrative Agent from time to time) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest
Period.  If such rate is not available at
such time for any reason, then the “Eurodollar Base Rate” for such Interest
Period shall be the rate per annum determined by the Administrative Agent to be
the rate at which deposits in Dollars for delivery on the first day of such
Interest Period in same day funds in the approximate amount of the Eurodollar
Rate Loan being made, continued or converted by Bank of America and with a term
equivalent to such Interest Period would be offered by Bank of America’s London
Branch to major banks in the London interbank eurodollar market at their
request at approximately 11:00 a.m. (London time) two Business Days prior
to the commencement of such Interest Period.


 


“Eurodollar Rate
Loan” means a Revolving Credit Loan, a Term A Loan, an
Incremental Term Loan or an Additional Facility Loan, if any, that bears interest
at a rate based on the Eurodollar Rate.


 


“Eurodollar
Reserve Percentage” means, for any day during any Interest Period, the
reserve percentage (expressed as a decimal, carried out to five decimal places)
in effect on such day, whether or not applicable to any Lender, under
regulations issued from time to time by the FRB for determining the maximum
reserve requirement (including any emergency, supplemental or other marginal
reserve requirement) with respect to Eurocurrency funding (currently referred
to as “Eurocurrency liabilities”).  The
Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted
automatically as of the effective date of any change in the Eurodollar Reserve
Percentage.


 


13

















 


“Event of
Default” shall mean any of the events described in Article VIII
hereof.


 


“Event of Loss”
means, with respect to any property, (i) the actual or constructive total
loss of such property or the use thereof, resulting from destruction, damage beyond
repair, or the rendition of such property permanently unfit for normal use from
any casualty or similar occurrence whatsoever, (ii) the destruction or
damage of a material portion of such property from any casualty or similar
occurrence whatsoever under circumstances in which such damage cannot
reasonably be expected to be repaired, or such property cannot reasonably be
expected to be restored to its condition immediately prior to such destruction
or damage, within 180 days after the occurrence of such destruction or damage, (iii) the
condemnation, confiscation or seizure of, or requisition of title to or use of,
any property, or (iv) in the case of any property located upon a
leasehold, the termination or expiration of such leasehold.


 


“Excluded Indebtedness”
shall have the meaning given to such term in Section 8.01(e) hereto.


 


“Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the L/C Issuer or
any other recipient of any payment to be made by or on account of any
obligation of the Company hereunder, (a) taxes imposed on or measured by
its overall net income (however denominated), and franchise taxes imposed on it
(in lieu of net income taxes), by the jurisdiction (or any political
subdivision thereof) under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which
its applicable Lending Office is located, (b) any branch profits taxes
imposed by the United States or any similar tax imposed by any other jurisdiction
in which the Company is located and (c) in the case of a Foreign Lender
(other than an assignee pursuant to a request by the Company under Section 10.12),
any withholding tax that is imposed on amounts payable to such Foreign Lender
at the time such Foreign Lender becomes a party hereto (or designates a new
Lending Office) or is attributable to such Foreign Lender’s failure or
inability (other than as a result of a Change in Law) to comply with Section 3.01(e),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office (or assignment),
to receive additional amounts from the Company with respect to such withholding
tax pursuant to Section 3.01(a).


 


“Existing
Credit Agreement” means that certain Seventh Amended and Restated
Credit Agreement dated as of June 26, 2001, among the Company, the
Restricted Subsidiaries named therein, Toronto Dominion (Texas), Inc., as
agent, and a syndicate of lenders.


 


“Existing Letters of Credit”
means the letters of credit referred to on Schedule 2.03.


 


“Extension Fees”
means any extension fee payable under the Extension Fee Letter, any Additional
Extension Fee and any extension fee payable pursuant to Sections 2.06(a) and
(c).


 


14

















 


“Extension Fee Letter”
means the letter agreement, dated May 27, 2009, between the Company and
the Administrative Agent relating to the fees payable to the Incremental B-2
Extended Term Lenders, which fees, notwithstanding that such fees are payments
with respect to a Loan, shall not constitute an Obligation for purposes of this
Credit Agreement.


 


 “Facility” means the Term A-1 Facility, the
Term A-2 Facility, the Revolving Credit Facility, the Incremental B Term
Facility, the Incremental B-2 Extended Term Facility or an
Additional Facility (other than an Additional Facility that is a Revolving
Credit Facility), if any, as the context may require.


 


“Facility Fee Letter”
means the letter agreement, dated February 24, 2006, among the Company,
the Joint Lead Arrangers and the Initial Lenders.


 


“Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate
(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to
Bank of America on such day on such transactions as determined by the
Administrative Agent.


 


“Fee Letters”
means the Facility Fee Letter, the Bank of America Fee Letter and the Extension
Fee Letter.


 


“Foreign Lender”
means any Lender that is organized under the laws of a jurisdiction other than
that in which the Company is resident for tax purposes.  For purposes of this definition, the United
States, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.


 


“Franchise”
shall mean a franchise, license or other authorization or right to construct,
own, operate, promote and/or otherwise exploit any cable television system
granted by the Federal Communications Commission (or any successor agency of
the Federal government) or any state, county, city, town, village or other
local governmental authority.


 


“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 generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as


 


15

















 


may be
approved by a significant segment of the accounting profession in the United
States, that are applicable to the circumstances as of the date of
determination, consistently applied.


 


“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).


 


“Granting
Lenders” shall have the meaning set forth in Section 10.06(h).


 


“Guarantee”
shall have the meaning given to such term in Section 7.13 hereof.


 


“Guarantors”
shall mean the Persons set forth on Schedule 1.01(iii) hereto and
each New Restricted Subsidiary required to become a Guarantor pursuant to Section 7.08
hereof.


 


“Guaranty”
means the Guaranty made by the
Guarantors under Article IV in favor of the Secured Parties.


 


“Hazardous
Materials” means all explosive or radioactive substances or wastes
and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all
other substances or wastes of any nature regulated pursuant to any
Environmental Law.


 


“Hedge Bank” means any
Person that, at the time it enters into a Secured Hedge Agreement, is a Lender
or an Affiliate of a Lender, in its capacity as a party to such Secured Hedge
Agreement.


 


“Honor Date”
shall have the meaning given to such term in Section 2.03(c)(i).


 


“Increase
Effective Date” has the meaning
specified in Section 2.13(d).


 


“Incremental B
Term
Borrowing” means a borrowing consisting of simultaneous Incremental
B Term Loans of the same Type and, in the case of Eurodollar Rate Loans, having
the same Interest Period made by each of the Incremental B Term Lenders
pursuant to Section 1 of the Incremental Term Supplement.


 


“Incremental B
Term
Facility” means, at any time after the Incremental
Term Closing Date, the aggregate principal amount of the
Incremental B Term Loans of all Incremental B Term Lenders outstanding at such
time.


 


16
















 


“Incremental
B Term Lender” means at any time, any Lender that holds Incremental B Term
Loans at such time.


 


“Incremental
B Term Loan”
means an advance made by any Incremental B Term Lender under the Incremental B
Term Facility.


 


“Incremental
B Term Note” means a promissory note made by the Company in favor of an
Incremental B Term Lender, evidencing Incremental B Term Loans made
by such Incremental B Term Lender, substantially in the form of Exhibit A-2
to the Incremental Term Supplement.


 


“Incremental
B-2 Extended Term Borrowing” means a borrowing consisting of simultaneous
Incremental B-2 Extended Term Loans of the same Type and, in the case of
Eurodollar Rate Loans, having the same Interest Period made by each of the
Incremental B-2 Extended Term Lenders pursuant to Section 1 of
the Incremental Term Supplement.


 


“Incremental
B-2 Extended Term Facility” means, at any time after the
Incremental Term Closing Date, the aggregate principal amount of the Incremental B-2 Extended Term Loans
of all Incremental B-2 Extended Term Lenders outstanding at such time.


 


“Incremental
B-2 Extended Term Lender” means at any time, any Lender that holds
Incremental B-2 Extended Term Loans at such time.


 


“Incremental
B-2 Extended Term Loan” means an advance made by any Incremental B-2 Extended
Term Lender under the Incremental B-2 Extended Term Facility.


 


“Incremental
B-2 Extended Term Note” means a promissory note made by the Company in
favor of an Incremental B-2 Extended Term Lender, evidencing Incremental
B-2 Extended Term Loans made by such Incremental B-2 Extended
Term Lender, substantially in the form of Exhibit A-3 to the
Incremental Term Supplement.


 


 “Incremental Term Borrowing” means
either an Incremental B Term Borrowing or an Incremental B-2 Extended Term
Borrowing, as the context may require.


 


“Incremental
Term Closing Date” means March 29, 2006.


 


“Incremental
Term
Commitment” means, as to each Incremental Term Lender,
its obligation to make Incremental Term Loans to the Company pursuant to Section 1
of the Incremental Term Supplement in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Lender’s name
on Schedule I to the Incremental Term Supplement under the caption “Incremental
Term Commitment” or opposite such caption in the Assignment and Assumption
pursuant to which such Incremental Term Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with
this Credit Agreement.


 


17

















 


“Incremental
Term Facility” means, collectively, the Incremental B Term Facility and the
Incremental B-2 Extended Term Facility.


 


“Incremental
Term Lender”
means any Incremental B Term Lender or Incremental B-2 Extended Term Lender or both
as the context may require, and, for purposes of the definition of “Required
Revolver/Term A Lenders”, the Lenders party to any Additional Incremental Term
Facility.


 


“Incremental
Term Loan”
means an Incremental B Term Loan or an Incremental B-2 Extended Term Loan, as
the context may require.


 


“Incremental
Term Note”
means, (a) on or prior to the Amended and Restated Date, a promissory note
made by the Company in favor of an Incremental Term Lender, evidencing
Incremental Term Loans made by such Incremental Term Lender, substantially in
the form of Exhibit A-1 to the Incremental Term Supplement and (b) thereafter,
an Incremental B Term Note or an Incremental B-2 Extended Term Note, as the
context may require.


 


“Incremental
Term Supplement” has the meaning specified in Section 2.14(b).


 


“Indebtedness”
shall mean, as to any Person, Capital Lease Obligations of such Person and
other indebtedness of such Person for borrowed money (whether by loan or the
issuance and sale of debt securities) or for the deferred purchase or
acquisition price of property or services other than accounts payable (other
than for borrowed money) incurred in the ordinary course of business of such
Person.  Without limiting the generality
of the foregoing, such term shall include (a) when applied to the Company
and/or any Restricted Subsidiary, all obligations of the Company and/or any
Restricted Subsidiary under Swap Contracts and (b) when applied to the
Company or any other Person, all Indebtedness of others Guaranteed by such
Person.


 


“Indemnified Taxes”  means Taxes other than Excluded Taxes.


 


“Initial
Lenders” shall mean Bank of America, Citibank, N.A., Bear Stearns Corporate
Lending Inc., Credit Suisse, JPMorgan Chase Bank, National Association, and
Merrill Lynch Capital Corporation.


 


“Interest Payment
Date” means, (a) as to any Eurodollar Rate Loan, the last day
of each Interest Period applicable to such Loan and the Maturity Date of the
Facility under which such Loan was made; provided, however, that
if any Interest Period for a Eurodollar Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such
Interest Period shall also be Interest Payment Dates; and (b) as
to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity
Date of the Facility under which such Loan was made.


 


“Interest Period”
means, as to each Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or 


 


18

















 


continued as a Eurodollar Rate Loan and ending on the
date one, two, three or six months thereafter, as selected by the
Company in its Committed Loan Notice; provided that:


 


(a)           any
Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case such Interest Period shall end
on the next preceding Business Day;


 


(b)           any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period; and


 


(c)           no
Interest Period shall extend beyond the Maturity Date of the Facility under
which such Loan was made.


 


“Investments”
shall have the meaning given to such term in Section 7.17 hereof.


 


“ISP”
shall mean the International Standby Practices (ISP98) International Chamber of
Commerce Publication No. 590, as the same may be amended and as in effect
from time to time.


 


“Issuer
Documents” means with respect to any Letter of Credit, the Letter of Credit
Application, and any other document, agreement and instrument entered into by
the L/C Issuer and the Company or any Subsidiary or in favor the L/C Issuer and
relating to any such Letter of Credit.


 


“Joint
Lead Arrangers” means, prior to the Amended and Restated Date, Banc of
America Securities LLC and Citigroup Global Markets Inc., in their capacity as
exclusive joint lead arrangers, and thereafter, Banc of America Securities LLC
and JP Morgan Chase Bank, National Association, in their capacity as exclusive
joint lead arrangers.


 


“Laws”
means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes 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, directives, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.


 


 “L/C Advance” means, with respect to each
Revolving Credit Lender, such Lender’s funding of its participation in any L/C
Borrowing in accordance with its Applicable Revolving Credit Percentage.


 


19

















 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of
Credit which has not been reimbursed on the date when made or refinanced as a
Revolving Credit Borrowing.


 


“L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension
of the expiry date thereof, or the increase of the amount thereof.


 


“L/C Issuer”
means Bank of America in its capacity as issuer of Letters of Credit hereunder,
or any successor issuer of Letters of Credit hereunder or, with respect to
Existing Letters of Credit, The Toronto-Dominion Bank.


 


“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.06.  For all purposes of this Credit Agreement, if
on any date of determination a Letter of Credit has expired by its terms but
any amount may still be drawn thereunder by reason of the operation of Rule 3.14
of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the
amount so remaining available to be drawn.


 


“Leases”
shall mean leases and subleases (excluding Capital Lease Obligations), licenses
to use property, easements and pole attachments and conduit or trench
agreements and other rights to use telephone or utility poles, conduits or
trenches.


 


“Lender”
means the banks or other financial institutions which are parties hereto,
including any Incremental Term Lender and any Additional Facility Lender,
together with their respective successors and assigns.


 


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such
in such Lender’s Administrative Questionnaire, or such other office or offices
as a Lender may from time to time notify the Company and the Administrative
Agent.


 


“Letter of Credit” means any letter of
credit issued hereunder and shall
include the Existing Letters of Credit. 
A Letter of Credit may be a
commercial letter of credit or  a
standby letter of credit.


 


“Letter of Credit
Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C
Issuer.


 


“Letter of Credit
Expiration Date” means the day that is seven days prior to the
Maturity Date then in effect for the Revolving Credit Facility (or, if such day
is not a Business Day, the next preceding Business Day).


 


“Letter
of Credit Fee” has the meaning specified in Section 2.03(a)(i).


 


20

















 


“Letter of Credit Sublimit”
means an amount equal to $150,000,000. The Letter of Credit Sublimit is part
of, and not in addition to, the Revolving Credit Facility.


 


“Liens”
shall have the meaning given to such term in Section 7.14 hereof.


 


“Loan”
means an extension of credit by a Lender to the Company under Article II
in the form of a Term Loan or a Revolving Credit Loan.


 


“Loan Documents”
means, collectively, (a) this Credit Agreement, (b) the Notes, (c) the
Collateral Documents, (d) the Fee Letters, (e) each Issuer Document, (f) each
Secured Hedge Agreement, (g) each Secured Cash Management Agreement, (h) the
Incremental Term Supplement and (i) each Additional Facility Supplement,
if any; provided that for purposes of the definition of “Material
Adverse Effect” and Articles V through IX and Section 10.01,
“Loan Documents” shall not include Secured Hedge Agreements or Secured Cash
Management Agreements.


 


 “Loan Parties” means, collectively, the
Company and each Restricted Subsidiary.


 


“Margin
Stock” shall mean “margin stock” as defined in Regulation U.


 


“Materially
Adverse Effect” shall mean a materially adverse effect upon (i) the
business, assets, financial condition or results of operations of the Company
and the Restricted Subsidiaries taken as a whole on a combined basis in
accordance with GAAP, (ii) the ability of the Company and the Restricted
Subsidiaries taken as a whole to perform the Obligations hereunder or (iii) the
legality, validity, binding nature or enforceability of this Credit Agreement
or any other Loan Document or the validity, perfection, priority or
enforceability of the security interest created, or purported to be created, by
the Pledge Agreement.


 


“Maturity Date”
means (a) with respect to the Revolving Credit Facility and the Term A
Facilities, February 24, 2012, (b) with respect to the Incremental B
Term Facility and the Incremental B-2 Extended Term Facility, the respective
date specified as such in the Incremental Term Supplement and (c) with
respect to each Additional Facility, if any, the date specified as such in the
respective Additional Facility Supplement.


 


“Monetization
Indebtedness” shall mean Indebtedness
of the Company or a Restricted Subsidiary under prepaid forward contracts or
similar arrangements that require, inter alia, the
Company or such Restricted Subsidiary to deliver, at maturity or upon
termination of such contract or arrangement, the capital stock of any Person
that is not an Affiliate of the Company and which capital stock is owned by the
Company or such Restricted Subsidiary prior to entering into such contract or
arrangement  (any such capital stock
being referred to herein as the “Monetized Stock”) or an
aggregate amount of cash determined by reference to the fair market value of such Monetized Stock, and to pledge such
Monetized Stock to secure its delivery obligation.


 


21

















 


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


 


“Multiemployer
Plan” shall mean a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.


 


“Net
Cash Proceeds” shall mean proceeds received by the Company or any of the
Restricted Subsidiaries in cash from (x) any Disposition or the
incurrence, issuance or sale of Indebtedness or capital stock of the Company or
any of the Restricted Subsidiaries, in each case after deduction of the costs
of, and any income, franchise, transfer or other tax liability arising from,
such sale, disposition, incurrence or issuance, (y) a capital contribution
in respect of the common stock of any class of the Company to the Company by
the holder thereof, or (z) any insurance, condemnation awards or other
payment with respect to an Event of Loss, after deduction of the costs of, and
any income, franchise, transfer or other tax liability arising therefrom.  If any amount payable to the Company or any
such Restricted Subsidiary in respect of any such incurrence or issuance shall
be or become evidenced by any promissory note or other negotiable or
non-negotiable instrument, the cash proceeds received on any such note or
instrument shall constitute Net Cash Proceeds.


 


“New
Common Stock” shall mean (x) any common stock of any class of the
Company issued after the Agreement Date or (y) any capital contribution to
the Company in respect of the common stock of any class of the Company to the
Company by the holder thereof made after the Agreement Date.


 


“New
Preferred Stock” shall mean any preferred stock of the Company issued after
the Agreement Date, provided that pursuant to the terms thereof and of
any provision of the Company’s charter in respect thereof, such preferred stock
is neither (i) redeemable, payable or required to be purchased or
otherwise retired or extinguished in whole or in part (other than with common
stock or other New Preferred Stock of the Company), or convertible into any
Indebtedness of the Company, at a fixed or determinable date (whether by
operation of a sinking fund or otherwise), at the option of any Person other
than the Company or upon the occurrence of a condition not solely within the
control of the Company (such as a redemption required to be made out of future
earnings) nor (ii) convertible into preferred stock of the Company that
may be so retired, extinguished or converted, in the case of clause (i) or
(ii) above, at any time before the date that is one year after the last
Maturity Date applicable to the Facilities as in effect at the time of the
issuance of such preferred stock.


 


“New
Restricted Subsidiary” shall mean any New Subsidiary designated as a
Restricted Subsidiary pursuant to Section 7.08(b) and any
Unrestricted Subsidiary redesignated as a Restricted Subsidiary pursuant to Section 7.08(c).


 


“New
Subsidiary” shall mean any Person which becomes a Subsidiary of the Company
after the Closing Date.


 


22

















 


“New
Unrestricted Subsidiary” shall mean any New Subsidiary deemed an
Unrestricted Subsidiary pursuant to Section 7.08(a).


 


 “Note” means a Term A-1 Note, a Term A-2
Note, a Revolving Credit Note, an Incremental B Term Note, an Incremental B-2
Extended Term Note or an Additional Facility Note, if any, as the context may
require.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and
duties of, any Loan Party arising under any Loan Document or otherwise with
respect to any Loan or Letter of Credit, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due,
now existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding.


 


“Operating Cash Flow” shall mean, for any
period, the following for the Company and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP:  (i) aggregate operating revenues minus
(ii) aggregate operating expenses (including technical, programming,
sales, selling, general administrative expenses and salaries and other
compensation, in each case net of amounts allocated to Affiliates, but
excluding depreciation and amortization and charges and credits relating to
employee stock plans and restructuring charges and credits and, to the extent
otherwise included in operating expenses, any losses resulting from a write-off
or writedown of Investments by the Company or any Restricted Subsidiary in
Affiliates); provided, however, that for purposes of determining
Operating Cash Flow for any period (A) there shall be excluded all
management fees paid to the Company or any Restricted Subsidiary during such
period by any Unrestricted Subsidiary other than any such amounts settled in
cash to the extent not in excess of 5% of Operating Cash Flow for the Company
and the Restricted Subsidiaries as determined without including any such fees
and (B) Operating Cash Flow for such period shall be increased or reduced,
as the case may be, by the Operating Cash Flow of assets or businesses acquired
or disposed of (provided that in each case it has an impact on Annualized
Operating Cash Flow of at least $2,000,000) (including by means of any
redesignation of any Subsidiary pursuant to Section 7.08(c)) by the
Company or any Restricted Subsidiary on or after the first day of such period,
determined on a pro forma basis reasonably satisfactory to the Administrative
Agent (it being agreed that it shall be satisfactory to the Administrative
Agent that such pro forma calculations may be based upon GAAP as applied in the
preparation of the financial statements for the Company, delivered in
accordance with Section 7.01 hereof rather than as applied in the
financial statements of the company whose assets were acquired and may include,
in the Company’s discretion, a reasonable estimate of savings under existing
contracts resulting from any such acquisitions), as though the Company or such
Restricted Subsidiary acquired or disposed of such assets on the first day of
such period.  For purposes of this
definition, operating revenues and operating expenses shall exclude any
non-recurring, non-cash items in excess of $10,000,000.


 


23

















 


“Other Taxes”
means all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made
hereunder or under any other Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, this Credit Agreement or any
other Loan Document.


 


“Outstanding Amount”
means (a) with respect to Term Loans and Revolving Credit Loans on any
date, the aggregate outstanding principal amount thereof after giving effect to
any borrowings and prepayments or repayments of Term Loans and Revolving Credit
Loans, as the case may be, occurring on such date; and (b) with respect to
any L/C Obligations on any date, the amount of such L/C Obligations on such
date after giving effect to any L/C Credit Extension occurring on such date and
any other changes in the aggregate amount of the L/C Obligations as of such
date, including as a result of any reimbursements by the Company of
Unreimbursed Amounts.


 


“Parent
Corp.” shall mean Cablevision Systems Corporation, a Delaware corporation.


 


“Participant”
shall have the meaning given to such term in Section 10.06(d).


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to
any or all of its functions under ERISA.


 


“Permitted
Debt” shall mean any Indebtedness incurred, issued or sold by the Company
after the Agreement Date, provided that:


 


(i)      such Indebtedness (A) shall be
unsecured, (B) shall have a commercially reasonable interest rate (which
rate shall be deemed commercially reasonable if such Indebtedness is sold by a
member of the National Association of Securities Dealers, Inc. in an
underwritten offering  or on a ‘best
efforts’ basis), (C) shall be neither (1) redeemable, payable or
required to be purchased or otherwise retired or extinguished in whole or in
part at a fixed or determinable date (whether by operation of a sinking fund or
otherwise), at the option of any Person other than the Company or upon the
occurrence of a condition not solely within the control of the Company (such as
a redemption required to be made out of future earnings) nor (2) convertible
into any other Indebtedness or capital stock of the Company that may be so
retired, extinguished or converted, in the case of clause (1) or (2) above,
at any time before the date that is one year after the last Maturity Date
applicable to the Facilities as in effect at the time of the incurrence,
issuance or sale of such Indebtedness and (D) shall have terms and
conditions no more restrictive or burdensome than the terms and conditions of
the Company’s Senior Notes due 2012 in an aggregate principal amount of
$500,000,000 issued on or about April 6, 2004 (whether or not such Senior
Notes are outstanding at the date of such determination); and


 


24

















 


(ii)     at the time of and immediately after giving
effect to the incurrence, issuance or sale of such Indebtedness, no Default
shall have occurred and be continuing, and the Company shall have so certified
to the Administrative Agent;


 


and provided  further, that the Company shall (i) prior
to the issuance of any such Indebtedness, provide notice to the Administrative
Agent of the proposed issuance thereof and of the use of the proceeds thereof
and (ii) as soon as available, provide to the Administrative Agent copies
of the Debt Instruments governing such Indebtedness.


 


“Permitted
Liens” shall mean, with respect to any Person:  (i) pledges or deposits by such Person
under workers’ compensation laws, unemployment insurance laws or similar legislation,
or good faith deposits in connection with bids, tenders, contracts (other than
for the payment of Indebtedness) or Leases to which such Person is a party, or
deposits to secure public or statutory obligations of such Person or deposits
of cash or U.S. Government bonds to secure surety or appeal bonds to which such
Person is a party, or deposits as security for contested taxes or import duties
or for the payment of rent; (ii) Liens imposed by law, such as carriers’,
warehousemen’s and mechanics’ Liens or other Liens arising out of judgments or
awards against such Person with respect to which such Person shall then be
prosecuting appeal or other proceedings for review (and as to which all
foreclosures and other enforcement proceedings shall have been fully bonded or
otherwise effectively stayed); (iii) Liens for property taxes not yet
subject to penalties for non-payment or which are being contested in good faith
and by appropriate proceedings (and as to which all foreclosures and other
enforcement proceedings shall have been fully bonded or otherwise effectively
stayed); (iv) Liens in favor of issuers of performance bonds issued
pursuant to the request of and for the account of such Person in the ordinary
course of its business; (v) minor survey exceptions, minor encumbrances,
easements or reservations of, or rights of others for rights of way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or
zoning or other restrictions as to the use of real properties or Liens incidental
to the conduct of the business of such Person or to the ownership of its
properties which were not incurred in connection with Indebtedness or other
extensions of credit and which do not in the aggregate materially detract from
the value of said properties or materially impair their use in the operation of
the business of such Person; (vi) any Lien on any Margin Stock; or (vii) Liens
created in the ordinary course of business and customary in the relevant
industry with respect to the creation of content, and the components thereof,
securing the obligations not to exceed $10,000,000 in the aggregate of any of
the Company and its Restricted Subsidiaries owing in respect of compensation or
other payments owed for services rendered by creative or other personnel that
do not constitute Indebtedness, provided that any such Lien shall attach solely
to the content, or applicable component thereof, that are the subject to the
arrangements giving rise to the underlying obligation.


 


“Permitted
Restricted Subsidiary Transaction” shall mean any transaction by which any
Restricted Subsidiary shall (i) pay dividends or make any distribution on
its capital stock or other equity securities or pay any of its Indebtedness
owed to any other Restricted Subsidiaries, (ii) make any loans or advances
to any other Restricted 


 


25

















 


Subsidiaries or (iii) transfer any of its
properties or assets to, or merge or consolidate with or into, any other
Restricted Subsidiaries.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.


 


“Plan”
shall mean, at any time, an employee pension benefit plan which is covered by
Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code and is either (i) maintained by the Company or an ERISA
Affiliate or (ii) maintained pursuant to a collective bargaining agreement
or any other arrangement under which more than one employer makes contributions
and to which the Company or an ERISA Affiliate is then making or accruing an
obligation to make contributions or has within the preceding six plan years
made contributions.


 


“Platform”
shall have the meaning given to such term in Section 7.01.


 


“Pledge
Agreement” shall mean that certain Pledge Agreement, dated as of February 24,
2006, among certain Loan Parties and the Collateral Agent.


 


“Pledged Equity
Interests” shall have the meaning given to such term in the Pledge
Agreement.


 


“Pledgor”
shall have the meaning given to such term in the Pledge Agreement.


 


“Pole
Rental Leases” shall mean Leases under which the Company and the Restricted
Subsidiaries have the right to use telephone or utility poles, conduits or
trenches for the purpose of supporting or housing cables of the respective
systems.


 


“Prohibited
Transaction” shall mean a transaction that is prohibited under Section 4975
of the Code or Section 406 of ERISA and not exempt under Section 4975
of the Code or Section 408 of ERISA.


 


“Public
Lender” shall have the meaning given to such term in Section 7.01.


 


“Quarter”
shall mean a fiscal quarterly period of the Company.


 


“Reduction Amount”
has the meaning set forth in Section 2.04(b)(vii).


 


“Refunding
Proceeds” shall mean, on any date, an amount equal to the aggregate Net
Cash Proceeds of all Permitted Debt, New Preferred Stock and New Common Stock
of the Company received by the Company during the 12 month period ending on
such date to the extent not allocated by the Company to any payment made for
the purchase, acquisition, redemption, retirement, payment or prepayment of
Debenture Debt or preferred stock of the Company during such 12 month period.


 


26
















 


“Register”
shall have the meaning given to such term in Section 10.06(c).


 


“Registered
Public Accounting Firm” has the meaning specified by the Securities Laws
and shall be independent of the Company as prescribed by the Securities Laws.


 


 “Regulation U” shall mean Regulation U
of the Board of Governors of the Federal Reserve System as the same may be
amended or supplemented from time to time.


 


“Related
Parties” means, with respect to any Person, such Person’s Affiliates and
the partners, directors, officers, employees, agents and advisors of such
Person and of such Person’s Affiliates.


 


“Reportable
Event” shall mean (i) any of the events set forth in Section 4043(b) (other
than a Reportable Event as to which the provision of 30 days’ notice to the
PBGC is waived under applicable regulations), 4068(f) or 4063(a) of
ERISA or the regulations thereunder, (ii) an event requiring the Company
or any ERISA Affiliate to provide security to a Plan under Section 401(a)(29)
of the Code and (iii) any failure to make payments required by Section 412(m) of
the Code if such failure continues for 30 days following the due date for any
required installment.


 


“Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or
continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice,
and (b) with respect to an L/C Credit Extension, a Letter of Credit
Application.


 


“Required
Additional Facility Lenders” means, with regards to an Additional Facility
(other than a Revolving Credit Facility), if any, as of any date of determination,
Additional Facility Lenders holding more
than 50% of such Additional Facility on such date; provided that
the portion of such Additional Term Facility Amount held by any Defaulting Lender shall be
excluded for purposes of making a determination of Required Additional Facility
Lenders.


 


“Required Incremental B Term Lenders” means, as of any date of determination,
Incremental B Term Lenders holding more
than 50% of
the Incremental B Term Facility on such date; provided that the portion of the Incremental B
Term Facility held by
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Incremental B Term Lenders.


 


“Required Incremental B-2 Extended Term Lenders” means, as of any date of determination,
Incremental B-2 Extended Term Lenders holding more than 50% of the Incremental B-2 Extended Term Facility on such date; provided
that the portion of the Incremental B-2 Extended Term Facility held by any Defaulting Lender
shall be excluded for purposes of making a determination of Required Incremental B-2
Extended Term
Lenders.


 


“Required
Incremental Term Lenders” means, as of any date of determination,
Incremental Term Lenders holding more than 50% of the Incremental 


 


27

















 


Term Facility, if any, on
such date; provided that the portion of the Incremental Term Facility
held by any
Defaulting Lender shall be excluded for purposes of making a determination of
Required Incremental Term Lenders.


 


“Required Lenders”
means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with
the aggregate amount of each Revolving Credit Lender’s risk participation and
funded participation in L/C Obligations being deemed “held” by such Revolving
Credit Lender for purposes of this definition) and (b) aggregate unused
Revolving Credit Commitments; provided that the unused Revolving Credit
Commitment of, and the portion of the Total Outstandings held or deemed held
by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.


 


“Required Revolver/Term A Lenders” means, as of
any date of determination, Lenders (other than Incremental Term Lenders, if
any) holding more than 50% of the
sum of the (a) the Total Outstandings (with the aggregate amount of each
Revolving Credit Lender’s risk participation and funded participation in L/C
Obligations being deemed “held” by such Revolving Credit Lender for purposes of
this definition) less the Outstanding Amount of the Incremental Term
Loans, if any, and (b) aggregate unused Revolving Credit Commitments; provided
that the unused Revolving Credit Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender (other than an
Incremental Term Lender, if any) shall be excluded for purposes of making a
determination of Required Revolver/Term A Lenders.


 


“Required
Revolving Lenders” means, as of any date of determination,
Revolving Credit Lenders holding more than
50% of the sum of the (a) Total Revolving Credit Outstandings (with
the aggregate amount of each Revolving Credit Lender’s risk participation and
funded participation
in L/C Obligations being deemed “held” by such Revolving Credit Lender for
purposes of this definition) and (b) aggregate unused Revolving Credit
Commitments; provided that the unused Revolving Credit Commitment of,
and the portion of the Total Revolving Credit Outstandings held or deemed held
by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Revolving Lenders.


 


“Required
Term A-1 Lenders” means, as of any date of determination, Term A-1 Lenders
holding more than 50% of the Term A-1 Facility on such date; provided
that the portion of the Term A-1 Facility held by any Defaulting Lender shall
be excluded for purposes of making a determination of Required Term A-1
Lenders.


 


“Required Term A-2
Lenders” means,
as of any date of determination, Term A-2 Lenders holding more than 50% of the Term A-2 Facility on such date; provided
that the portion of the Term A-2 Facility held by any Defaulting Lender shall
be excluded for purposes of making a determination of Required Term A-2
Lenders.


 


“Responsible
Officer” means the chief executive officer, president, chief
financial officer, controller, treasurer or assistant treasurer of a Loan Party. 
Any document delivered hereunder that is signed by a Responsible Officer
of a Loan Party 


 


28

















 


shall be conclusively presumed to have been authorized
by all necessary corporate, partnership and/or other action on the part of such
Loan Party and such Responsible Officer shall be conclusively presumed to have
acted on behalf of such Loan Party.


 


“Restricted
Payments” shall mean direct or indirect distributions, dividends or other
payments by the Company or any Restricted Subsidiary on account of (including,
without limitation, sinking fund or other payments on account of the
redemption, retirement, purchase or acquisition of) any general or limited
partnership or joint venture interest in, or any capital stock of, the Company
or such Restricted Subsidiary, as the case may be (whether made in cash,
property or other obligations), other than (i) any such distributions,
dividends and other payments made by a Restricted Subsidiary to the Company or
another Restricted Subsidiary in respect of such interest in or stock of the
former held by the latter, (ii) distributions of any or all of the stock
of RMH or (iii) dividends, distributions and other payments made by
Cablevision of Ossining Limited Partnership to all of the partners thereof pro
rata in respect of their interests therein, provided that no change
(other than a change resulting from the redemption of Dolan’s interests therein)
in (A) the ownership by such partners of Cablevision of Ossining Limited
Partnership or (B) the rights of such partners to receive such payments
shall have occurred since the Closing Date.


 


“Restricted
Subsidiaries” shall mean the Persons set forth on Schedule 1.01(i) hereto
and any New Restricted Subsidiary, provided that any Restricted
Subsidiary redesignated as an Unrestricted Subsidiary pursuant to and in
compliance with Section 7.08(c) shall cease to be a Restricted
Subsidiary.


 


“Revolver/Term A Covenant” means any of the covenants contained
in Sections 7.02, 7.04, 7.05, 7.06, 7.08, 7.09,
7.10, 7.12, 7.13, 7.14, 7.15, 7.17, 7.18,
7.19(b), 7.20, 7.21, 7.23, 7.24, and 7.25.


 


 “Revolver/Term A Default” means any event or
condition that constitutes a Revolver/Term A Event of Default or that, with the
giving of any notice, the passage of time, or both, would be an Revolver/Term A
Event of Default.


 


“Revolver/Term
A Event of Default” means any Event of Default contained in clauses (b)(i),
(c), (d)(i), (f), (i)(i), (j), and (k) of Section 8.01.


 


“Revolving Credit
Borrowing” means a borrowing consisting of simultaneous Revolving
Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having
the same Interest Period made by each of the Revolving Credit Lenders pursuant
to Section 2.01(b).


 


“Revolving Credit
Commitment” means, as to each Revolving Credit Lender, its
obligation to (a) make Revolving Credit Loans to the Company pursuant to
Section 2.01(c), and (b) purchase participations in L/C Obligations,
in an aggregate principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender’s name on Schedule 2.01 under the
caption “Revolving Credit Commitment”, opposite such Lender’s name on Schedule
I to an Additional 


 


29

















 


Revolver/Term A Facility Supplement under the caption “Additional
Revolving Credit Commitment” or opposite such caption in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable,
as such amount may be adjusted from time to time in accordance with this Credit
Agreement.


 


“Revolving Credit
Facility” means, at any time, the aggregate amount of the Revolving
Credit Lenders’ Revolving Credit Commitments at such time.


 


“Revolving Credit
Lender” means, at any time, any Lender that has a Revolving Credit
Commitment at such time.


 


“Revolving Credit
Loan” has the meaning specified in Section 2.01(c).


 


“Revolving Credit
Note”
means a promissory note made by the Company in favor of a Revolving Credit
Lender evidencing Revolving Credit Loans made by such Revolving Credit Lender,
substantially in the form of Exhibit B-2.


 


“RMH”
shall mean Rainbow Media Holdings LLC, a Delaware limited liability company.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.


 


“Sarbanes-Oxley”
means the Sarbanes-Oxley Act of 2002.


 


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.


 


“SEC
Reports” shall mean the Form 10-K Annual Report of the Company for the
fiscal year ended December 31, 2004 and the Form 10-Q Quarterly
Report of the Company for the period ended September 30, 2005.


 


“Secured Cash Management Agreement” means any Cash Management Agreement
that is entered into by and between the Company and any Cash Management Bank.


 


“Secured Hedge Agreement” means any interest rate Swap
Contract permitted under Article VII that is entered into by and
between the Company and any Hedge Bank.


 


“Secured Parties” means,
collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge
Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the
Administrative Agent from time to time pursuant to Section 9.05,
and the other Persons the Obligations owing to which are or are stated to be
secured by the Collateral under the terms of the Collateral Documents.


 


“Securities
Laws” means the Securities Act of 1933, the Securities Exchange Act of
1934, Sarbanes-Oxley, and the applicable accounting and auditing 


 


30

















 


principles, rules, standards and practices
promulgated, approved or incorporated by the SEC or the Public Company
Accounting Oversight Board.


 


“Senior
Secured Leverage Ratio” shall mean, as at any date, the ratio of (i) the
Total Outstandings on such date to (ii) Annualized Operating Cash Flow
determined as at the last day of the month covered by the then most recent
Compliance Certificate delivered to the Lenders pursuant to Section 7.01(d) hereof,
a copy of which has been delivered to the Administrative Agent (and any change
in such ratio as a result of a change in the amount of Total Outstandings shall
be effective as of the date such change shall occur and any change in such
ratio as a result of a change in the amount of Annualized Operating Cash Flow
shall be effective as of the date of receipt by the Administrative Agent of the
Compliance Certificate delivered pursuant to Section 7.01(d) hereof
reflecting such change).


 


“Solvent”
and “Solvency” mean,
with respect to any Person on any date of determination, that on such date (a) the
fair value of the property of such Person is greater than the total amount of
liabilities, including contingent liabilities, of such Person, (b) the
present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on
its debts as they become absolute and matured, (c) such Person does not
intend to, and does not believe that it will, incur debts or liabilities beyond
such Person’s ability to pay such debts and liabilities as they mature and (d) such
Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person’s property would constitute
an unreasonably small capital.  The
amount of contingent liabilities at any time shall be computed as the amount
that, in the light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.


 


“Solvency
Certificate” shall mean a certificate of a senior financial executive of
the Company in form and substance satisfactory to the Administrative Agent in
its sole discretion.


 


“SPC” has the meaning specified in
Section 10.06(h).


 


“Special Dividend”
mean a one-time special dividend or other distribution made by the Company to
Parent Corp. and funded, in whole or in part, by the incurrence of any
Indebtedness of the Company in an amount in excess of $1,500,000,000.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares or
securities or other interests having ordinary voting power for the election of
directors or other governing body (other than securities or interests having
such power only by reason of the happening of a contingency) are at the time
beneficially owned, or the management of which is otherwise controlled,
directly, or indirectly through one or more intermediaries, or both,
by such Person.  Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Company.


 


31

















 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity
options, forward commodity contracts, equity or equity index swaps or options,
bond or bond price or bond index swaps or options or forward bond or forward
bond price or forward bond index transactions, interest rate options, forward
foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all
transactions of any kind, and the related confirmations, which are subject to
the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement.


 


“Taxes”
means all present or future taxes, assessments or other charges (including
withholdings) imposed by any Governmental Authority with authority to impose
the same, including any interest, additions to tax or penalties applicable
thereto.


 


“Term A-1 Borrowing”
means a borrowing consisting of simultaneous Term A-1 Loans of the same Type
and, in the case of Eurodollar Rate Loans, having the same Interest Period made
by each of the Term A-1 Lenders pursuant to Section 2.01(a).


 


“Term A-1
Commitment” means, as to each Term A-1 Lender, its obligation
to make Term A-1 Loans to the Company pursuant to Section 2.01(a) in
an aggregate principal amount at any one time outstanding not to exceed the
amount set forth opposite such Term A-1 Lender’s name on Schedule 2.01
under the caption “Term A-1 Commitment” or opposite such caption in the
Assignment and Assumption pursuant to which such Term A-1 Lender becomes a
party hereto, as applicable, as such amount may be adjusted from time to time
in accordance with this Credit Agreement.


 


“Term A-1 Facility” means, at any time, (a) on or prior to the Closing Date, the
aggregate amount of the Term A-1 Commitments at such time and (b) thereafter, the aggregate
principal amount of the Term A-1 Loans of all Term A-1 Lenders outstanding
at such time.


 


“Term A-1
Lender” means (a) at any time on or prior to the Closing Date, any
Lender that has a Term A-1 Commitment at such time and (b) at any
time after the Closing Date, any Lender that holds Term A-1 Loans at such
time.


 


“Term A-1 Loan”
means an advance made by any Term A-1 Lender under the Term A-1 Facility.


 


32

















 


“Term A-1
Note” means a promissory note made by the Company in favor of a
Term A-1 Lender evidencing Term A-1 Loans made by such Term A-1
Lender, substantially in the form of Exhibit B-1.


 


“Term A-2 Borrowing”
means a borrowing consisting of simultaneous Term A-2 Loans of the same Type
and, in the case of Eurodollar Rate Loans, having the same Interest Period made
by each of the Term A-2 Lenders pursuant to Section 2.01(b).


 


“Term A-2 Commitment”
means, as to each Term A-2
Lender, its obligation to make Term A-2 Loans to the Company pursuant to Section 2.01(b) in
an aggregate principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender’s name on Schedule 2.01 under the
caption “Term A-2 Commitment” or opposite such caption in the Assignment and
Assumption pursuant to which such Term A-2 Lender becomes a party hereto,
as applicable, as such amount may be adjusted from time to time in accordance
with this Credit Agreement.


 


“Term A-2 Facility”
means, at any time, (a) on or prior
to the Closing Date, the aggregate amount of the Term A-2
Commitments at such time and (b) thereafter, the aggregate principal
amount of the Term
A-2 Loans of all Term A-2 Lenders outstanding at such time.


 


“Term
A-2 Lender” means at any time, (a) on or prior to the Closing Date,
any Lender that has a Term A-2 Commitment at such time and (b) at any time
after the Closing Date, any Lender that holds Term A-2 Loans at such time.


 


“Term A-2 Loan”
means an advance made by any Term A-2 Lender under the Term A-2 Facility.


 


“Term
A-2 Note” means a promissory note made by the Company in favor of a
Term A-2 Lender, evidencing Term A-2 Loans made by such Term A-2
Lender, substantially in the form of Exhibit B-1.


 


“Term
A Borrowing” means either a Term A-1 Borrowing or a Term A-2 Borrowing, as
the context may require.


 


“Term
A Facility” means either the Term A-1 Facility or the Term A-2 Facility, as
the context may require.


 


“Term A Lender”
means either a Term A-1 Lender or a Term A-2 Lender, as the context may
require.


 


“Term A Loan”
means either a Term A-1 Loan or a Term A-2 Loan, as the context may require.


 


“Term Borrowing”
means a Term A-1 Borrowing, a Term A-2 Borrowing, an Incremental Term Borrowing
or an Additional Facility Borrowing (other than a Revolving Credit Borrowing),
if any, as the context may require.


 


33

















 


“Term Commitment”
means a Term A-1 Commitment, a Term A-2 Commitment, an Incremental Term
Commitment or an Additional Term Facility Commitment, if any, as the context
may require.


 


“Term Facilities”
means, at any time, the Term A-1 Facility, the Term A-2 Facility, the
Incremental Term Facility and, if any, the Additional Facilities (other than
Revolving Credit Facilities).


 


“Term Lender”
means, at any time, a Term A-1 Lender, a Term A-2 Lender, an Incremental Term
Lender or an Additional Facility Lender (other than a Revolving Credit Lender),
if any, as the context may require.


 


“Term Loan”
means a Term A-1 Loan, a Term A-2 Loan, an Incremental Term Loan or an
Additional Facility Loan (other than a Revolving Credit Loan), if any, as the
context may require.


 


“Termination
Event” shall mean (i) a Reportable Event, (ii) the termination of
a Plan, or the filing of a notice of intent to terminate a Plan, or the
treatment of a Plan amendment as a termination under Section 4041(c) of
ERISA, (iii) the institution of proceedings to terminate a Plan under Section 4042
of ERISA or (iv) the appointment of a trustee to administer any Plan under
Section 4042 of ERISA.


 


“TKR”
shall mean CSC TKR, Inc., a Delaware corporation.


 


“TKR
Agreement” shall mean the First Amended and Restated Credit Agreement,
dated as of May 28, 1998, among TKR (formerly Cablevision CMFRI, Inc.),
the Company, the Guarantors that are parties thereto, the Banks that are
parties thereto, Toronto Dominion (Texas), Inc., as Arranging Agent and as
Administrative Agent, and the other agents that are parties thereto, as
amended, restated, supplemented or otherwise modified from time to time.


 


“TKR
Loans” shall mean “Loans” as such term is used in the TKR Agreement.


 


“Toronto
Dominion Fee Letter” means the letter between the Company and The
Toronto-Dominion Bank related to the Existing Letters of Credit.


 


“Total
Debt Expense” shall mean, for any period, (A) Total Interest Expense
for such period plus (B) an amount equal to the aggregate amount of
all scheduled payments of principal on Indebtedness of the Company and the
Restricted Subsidiaries (on a consolidated basis) during such period
(including, but not limited to, the principal portion paid with respect to
Capital Lease Obligations, but excluding (i) scheduled payments of
principal on Debenture Debt to the extent that (x) such payments are made
with Refunding Proceeds or (y) the unused Revolving Credit Commitment
available to be borrowed by the Company, in accordance with the terms and
conditions hereunder, on the date any such payment is made exceeds
$500,000,000, (ii) all obligations under any Guarantee permitted under
subparagraph (viii) of Section 7.13 hereof, and (iii) all
obligations under any Guarantee permitted under subparagraph (x) of 


 


34

















 


Section 7.13 hereof to the extent the obligation under any such
Guarantee was paid in common stock of the Parent Corp.) plus (C) (i) all
dividends and other distributions in respect of preferred stock of the Company
during such period (other than to the extent any such dividends and
distributions are paid in New Common Stock or New Preferred Stock) and (ii) all
payments on account of the scheduled redemption, retirement or extinguishment
in whole or in part (whether by operation of a sinking fund or otherwise) of
any preferred stock of the Company, excluding any such payments to the extent
made with Refunding Proceeds to the extent not prohibited by Section 7.18
hereof plus (D) all dividends and other distributions made by the
Company to Parent Corp., the proceeds of which are, or are intended to be, used
by Parent Corp. to make a scheduled payment of principal or interest on any of
Parent Corp.’s Indebtedness (excluding
scheduled payments of principal on any of Parent Corp.’s Indebtedness to the
extent that the unused Revolving Credit Commitment available to be borrowed
by the Company, in accordance with the terms and conditions hereunder, on the date
any such payment is made exceeds $500,000,000); provided that, for
purposes of determining Total Debt Expense for any period, there shall be
included or excluded, as the case may be, all scheduled payments of principal
during such period on Indebtedness of the Company or any Restricted Subsidiary
in respect of assets acquired or disposed of (including by means of any
redesignation of any Subsidiary pursuant to Section 7.08(c)) by the
Company or such Restricted Subsidiary on or after the first day of such period,
determined on a pro forma basis reasonably satisfactory to the Administrative
Agent (it being agreed that it shall be satisfactory to the Administrative
Agent that such pro forma calculations may be based upon GAAP as applied in the
preparation of the financial statements for the Company, delivered in
accordance with Section 7.01 hereof rather than as applied in the
financial statements of the company whose assets were acquired and may include,
in the Company’s discretion, a reasonable estimate of savings under existing
contracts resulting from any such acquisitions), as though the Company or such
Restricted Subsidiary acquired or disposed of such assets on the first day of
such period.


 


“Total
Interest Expense” shall mean, for any period, the sum of (i) the
aggregate amount of interest accrued during such period in respect of
Indebtedness (including the interest component of rentals in respect of Capital
Lease Obligations and including, without duplication, discount in respect of
Permitted Debt) of the Company and the Restricted Subsidiaries (determined on a
consolidated basis), other than (x) obligations under any Guarantee
permitted under subparagraph (viii) of Section 7.13 hereof,
and (y) obligations under any Guarantee permitted under subparagraph (x) of
Section 7.13 hereof to the extent that such obligation was paid in
common stock of the Parent Corp., (ii) the aggregate amount of fees
accrued in respect of the Letters of Credit hereunder during such period and (iii) the
aggregate amount of Commitment Fees and Extension Fees accrued hereunder during
such period.  For purposes hereof, the
amount of interest accrued in respect of Indebtedness for any period (A) shall
be increased (to the extent not already treated as interest expense or income,
as the case may be) by the excess, if any, of amounts payable by the Company
and/or any Restricted Subsidiary arising under any interest rate Swap Contract
during such period over amounts receivable by the Company and/or any Restricted
Subsidiary thereunder (or reduced by the excess, if any, of such amounts
receivable over such amounts payable) and interest on a Capital Lease
Obligation shall be deemed to accrue at an interest rate reasonably determined
by 


 


35

















 


the Company to be the rate of interest implicit in
such Capital Lease Obligation in accordance with GAAP (including Statement of
Financial Accounting Standards No. 13) and (B) shall be increased or
reduced, as the case may be, by the amount of interest accrued during such
period in respect of Indebtedness of the Company or any Restricted Subsidiary
in respect of assets acquired or disposed of (including by means of any
redesignation of any Subsidiary pursuant to Section 7.08(c)) by the
Company or such Restricted Subsidiary on or after the first day of such period,
determined on a pro forma basis reasonably satisfactory to the Administrative
Agent (it being agreed that it shall be satisfactory to the Administrative
Agent that such pro forma calculations may be based upon GAAP as applied in the
preparation of the financial statements for the Company, delivered in
accordance with Section 7.01 hereof rather than as applied in the
financial statements of the company whose assets were acquired and may include,
in the Company’s discretion, a reasonable estimate of savings under existing
contracts resulting from any such acquisitions), as though the Company or such
Restricted Subsidiary acquired or disposed of such assets on the first day of
such period.


 


“Total Outstandings”
means the aggregate Outstanding Amount of all Loans and all L/C Obligations.


 


“Total
Revolving Credit Outstandings” means the aggregate Outstanding Amount of
all Revolving Credit Loans and L/C Obligations.


 


“Type”
means, with respect to a Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.


 


“UCP”
shall mean the Uniform Customs and Practice for Documentary Credits, 1993
revision, International Chamber of Commerce Publication No. 500, as the
same may be amended and in effect from time to time.


 


“United
States Person” shall mean a corporation, partnership or other entity
created, organized or incorporated under the laws of the United States of
America or a State thereof (including the District of Columbia).


 


“Unreimbursed
Amount” has the meaning specified in Section 2.03(c)(i).


 


“Unrestricted
Subsidiaries” shall mean the Persons set forth on Schedule 1.01(ii) hereto
and any New Unrestricted Subsidiaries, provided that any Unrestricted
Subsidiary redesignated by the Company as a Restricted Subsidiary pursuant to
and in compliance with Section 7.08(c) shall cease to be an
Unrestricted Subsidiary.


 


Section 1.02           Other
Interpretive Provisions.  With
reference to this Credit Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:


 


(a)   The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes”
and “including” shall be deemed to be followed


 


36
















 


by the phrase “without
limitation.”  The word “will”
shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any
definition of or reference to any agreement, instrument or other document (including
any organization document) shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein or in any other Loan Document), (ii) any
reference herein to any Person shall be construed to include such Person’s
successors and assigns, (iii) the words “herein,” “hereof”
and “hereunder,” and words of similar import when used in any Loan
Document, shall be construed to refer to such Loan Document in its entirety and
not to any particular provision thereof, (iv) all references in a Loan
Document to Articles, Sections, Exhibits and Schedules shall be construed to
refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any law
shall include all statutory and regulatory provisions consolidating, amending,
replacing or interpreting such law and any reference to any law or regulation
shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time, and (vi) the words “asset”
and “property” (except when used as accounting terms, in which case GAAP
shall apply) shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.


 


(b)   In the computation of periods of time from a
specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to
but excluding;” and the word “through” means “to and including.”


 


(c)   Section headings herein and in the other
Loan Documents are included for convenience of reference only and shall not
affect the interpretation of this Credit Agreement or any other Loan Document.


 


Section 1.03           Accounting
Terms.  (a)  Generally.  All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Credit Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to
time, applied in a manner consistent with that used in preparing the audited
financial statements, except as otherwise specifically prescribed
herein.


 


(b)     Changes in
GAAP.  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 Company or (x) in the case of any financial
ratio applicable only to a Revolver/Term A Covenant, the Required Revolver/Term
A Lenders and (y) in the case of any other financial ratio, the Required
Lenders, shall so request, the Administrative Agent, the applicable Lenders and
the Company shall negotiate in good faith to amend such ratio or requirement to
preserve the original intent thereof in light of such change in 


 


37

















 


GAAP (subject to the approval of the Required Lenders or Required
Revolver/Term A Lenders, as applicable); 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 Company
shall provide to the Administrative Agent and the Lenders financial statements
and other documents required under this Credit 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.


 


Section 1.04           Rounding.  Any financial ratios required to be
maintained by the Company pursuant to this Credit 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 1.05           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 1.06           Letter
of Credit Amounts.  Unless otherwise
specified herein, the amount of a Letter of Credit at any time shall be deemed
to be the stated amount of such Letter of Credit in effect at such time; provided,
however, that with respect to any Letter of Credit that, by its terms or
the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of
Credit shall be deemed to be the maximum stated amount of such Letter of Credit
after giving effect to all such increases, whether or not such maximum stated
amount is in effect at such time.


 


Section 1.07           Currency
Equivalents Generally.  Any amount
specified in this Credit Agreement (other than in Articles II, IV
and IX) or any of the other Loan Documents to be in Dollars shall also
include the equivalent of such amount in any currency other than Dollars, such
equivalent amount thereof in the applicable currency to be determined by the
Administrative Agent at such time on the basis of the Spot Rate (as defined
below) for the purchase of such currency with Dollars.  For purposes of this Section 1.07,
the “Spot Rate” for a currency means the rate determined by the
Administrative Agent to be the rate quoted by the Person acting in such
capacity as the spot rate for the purchase by such Person of such currency with
another currency through its principal foreign exchange trading office at
approximately 11:00 a.m. on the date two Business Days prior to the date
of such determination; provided that the Administrative Agent may obtain
such spot rate from another financial institution designated by the
Administrative Agent if the Person acting in such capacity does not have as of
the date of determination a spot buying rate for any such currency.


 


ARTICLE II


 


THE COMMITMENTS AND CREDIT EXTENSIONS


 


Section 2.01           The
Loans.  (a)  The Term
A-1 Borrowing.  Subject to the terms
and conditions set forth herein, each Term A-1 Lender severally agrees to make
a single 


 


38

















 


loan to the Company on the Closing Date in an amount not to exceed such
Term A-1 Lender’s Term A-1 Commitment. 
The Term A-1 Borrowing shall consist of Term A-1 Loans made
simultaneously by the Term A-1 Lenders in accordance with their respective
Applicable Percentage of the Term A-1 Facility. 
Amounts borrowed under this Section 2.01(a) and repaid
or prepaid may not be reborrowed.  Term
A-1 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided
herein.


 


(b)     The
Term A-2 Borrowing.  Subject to the
terms and conditions set forth herein, each Term A-2 Lender severally agrees to
make a single loan to the Company on the Closing Date in an amount not to
exceed such Term A-2 Lender’s Term A-2 Commitment.  The Term A-2 Borrowing shall consist of Term
A-2 Loans made simultaneously by the Term A-2 Lenders in accordance with their
respective Term A-2 Commitments.  Amounts
borrowed under this Section 2.01(b) and repaid or prepaid may
not be reborrowed.  Term A-2 Loans may be
Base Rate Loans or Eurodollar Rate Loans as further provided herein.


 


(c)      The
Revolving Credit Borrowings.  Subject
to the terms and conditions set forth herein, each Revolving Credit Lender
severally agrees to make loans (each such loan, a “Revolving Credit Loan”)
to the Company from time to time, on any Business Day during the Availability
Period, in an aggregate amount not to exceed at any time outstanding the amount
of such Lender’s Revolving Credit Commitment; provided, however,
that after giving effect to any Revolving Credit Borrowing, (i) the Total
Revolving Credit Outstandings shall not exceed the Revolving Credit Facility,
and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of
any Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit
Percentage of the Outstanding Amount of all L/C Obligations shall not exceed
such Revolving Credit Lender’s Revolving Credit Commitment.  Within the limits of each Revolving Credit
Lender’s Revolving Credit Commitment, and subject to the other terms and
conditions hereof, the Company may borrow under this Section 2.01(c),
prepay under Section 2.04, and reborrow under this Section 2.01(c).  Revolving Credit Loans may be Base Rate Loans
or Eurodollar Rate Loans, as further provided herein.


 


Section 2.02           Borrowings,
Conversions and Continuations of Loans. 
(a)  Each Term Borrowing, each Revolving Credit Borrowing,
each conversion of Term Loans or Revolving Credit Loans from one Type to the
other, and each continuation of Eurodollar Rate Loans shall be made upon the
Company’s irrevocable notice to the Administrative Agent, which may be given by
telephone.  Each such notice must be
received by the Administrative Agent not later than 11:00 a.m. (i) three
Business Days prior to the requested date of any Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate
Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing
of Base Rate Loans; provided, however, that notice of (x) the
initial Borrowing of Base Rate Loans may be received by the Administrative
Agent at such time as agreed by the Administrative Agent on the requested date
of Borrowing and (y) any conversion of such initial Borrowing to
Eurodollar Rate Loans may be received by the Administrative Agent no later than
5:00 p.m. on the third Business Day prior to the requested date of
conversion.  Each telephonic notice by
the Company pursuant to this Section 2.02(a) must be confirmed
promptly by delivery to the 


 


39

















 


Administrative Agent of a written Committed Loan Notice, appropriately
completed and signed by a Responsible Officer of the Company.  In the case of any discrepancies between
telephonic and written notices received by the Administrative Agent, the
telephonic notice shall be effective as understood in good faith by the
Administrative Agent.  Each Borrowing of,
conversion to or continuation of Eurodollar Rate Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Except as provided in Section 2.03(c),
each Borrowing of or conversion to Base Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each Committed Loan Notice  (whether telephonic or written) shall specify
(i) whether the Company is requesting a Term A-1 Borrowing, a Term A-2
Borrowing, a Revolving Credit Borrowing, an Incremental Term Borrowing, an
Additional Facility Borrowing, if available, a conversion of Term Loans or
Revolving Credit Loans from one Type to the other, or a continuation of
Eurodollar Rate Loans, (ii) the requested date of the Borrowing,
conversion or continuation, as the case may be (which shall be a Business Day),
(iii) the principal amount of Loans to be borrowed, converted or
continued, (iv) the Type of Loans to be borrowed or to which existing Term
Loans or Revolving Credit Loans are to be converted, and (v) if
applicable, the duration of the Interest Period with respect thereto.  If the Company fails to specify a Type of
Loan in a Committed Loan Notice or if the Company fails to give a timely notice
requesting a conversion or continuation, then the applicable Term Loans or
Revolving Credit Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base Rate
Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurodollar Rate Loans.  If the Company requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any such Committed
Loan Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month.


 


(b)     Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Applicable Percentage under the
applicable Facility of the applicable Term A-1 Loans, Term A-2 Loans, Revolving
Credit Loans, Incremental Term Loans or Additional Facility Loans, if any, and
if no timely notice of a conversion or continuation is provided by the Company,
the Administrative Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans described in Section 2.02(a).  In the case of a Term Borrowing or a
Revolving Credit Borrowing, each Appropriate Lender shall make the amount of
its Loan available to the Administrative Agent in immediately available funds
at the Administrative Agent’s Office not later than (i) one hour after
receipt of notice from the Administrative Agent on the Closing Date in the case
of the initial Borrowing of Base Rate Loans (as long as such notice is received
prior to 1:30 p.m. on such day) or (ii) 1:00 p.m. on the
Business Day specified in the applicable Committed Loan Notice.  Upon satisfaction of the applicable
conditions set forth in Section 5.02 (and, (x) if such
Borrowing is the initial Credit Extension, Section 5.01, (y) if
such Borrowing is the Incremental Term Borrowing, the applicable conditions set
forth in the Incremental Term Supplement and (z) if such Borrowing is an
Additional Facility Borrowing, the applicable conditions set forth in the
respective Additional Facility Supplement), the Administrative Agent shall make
all funds so received available to the Company in like funds as received by the
Administrative Agent either by (i) crediting the account of the Company on
the


 


40

















 


books of Bank of America with the amount of such funds or (ii) wire
transfer of such funds, in each case in accordance with instructions provided
to (and reasonably acceptable to) the Administrative Agent by the Company; provided,
however, that if, on the date a Committed Loan Notice with respect to a
Revolving Credit Borrowing is given by the Company, there are L/C Borrowings
outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall
be applied to the payment in full of any such L/C Borrowings, and second, shall
be made available to the Company as provided above.


 


(c)      Except
as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted
only on the last day of an Interest Period for such Eurodollar Rate Loan.  During the existence of a Default, the
Administrative Agent may notify the Company that Loans may only be converted
into or continued as Loans of certain specified Types and, thereafter, until no
Default shall continue to exist, Loans may not be converted into or continued
as Loans of any Type other than one or more of such specified Types.


 


(d)     The
Administrative Agent shall promptly notify the Company and the Lenders of the interest
rate applicable to any Interest Period for Eurodollar Rate Loans upon
determination of such interest rate.  At
any time that Base Rate Loans are outstanding, the Administrative Agent shall
notify the Company and the Lenders of any change in Bank of America’s prime
rate used in determining the Base Rate promptly following the public
announcement of such change.


 


(e)      After
giving effect to all Term A-1 Borrowings, all conversions of Term A-1 Loans
from one Type to the other, and all continuations of Term A-1 Loans as the same
Type, there shall not be more than ten (10) Interest Periods in effect in
respect of the Term A-1 Facility.  After
giving effect to all Term A-2 Borrowings, all conversions of Term A-2 Loans
from one Type to the other, and all continuations of Term A-2 Loans as the same
Type, there shall not be more than eight (8) Interest Periods in effect in
respect of the Term A-2 Facility.  After
giving effect to all Revolving Credit Borrowings, all conversions of Revolving
Credit Loans from one Type to the other, and all continuations of Revolving
Credit Loans as the same Type, there shall not be more than twelve (12)
Interest Periods in effect in respect of the Revolving Credit Facility.


 


Section 2.03           Letters
of Credit.  (a)  The
Letter of Credit Commitment.  (i)  Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees,
in reliance upon the agreements of the Revolving Credit Lenders set forth in
this Section 2.03,  (1) from
time to time on any Business Day during the period from the Closing Date until
the Letter of Credit Expiration Date, to issue Letters of Credit for the
account of the Company or its Subsidiaries, and to amend Letters of Credit
previously issued by it, in accordance with Section 2.03(b), and (2) to
honor drawings under the Letters of Credit; and (B) the Revolving Credit
Lenders severally agree to participate in Letters of Credit issued for the
account of the Company or its Subsidiaries and any drawings thereunder; provided
that after giving effect to any L/C Credit Extension with respect to any Letter
of Credit, (x) the Total Revolving Credit Outstandings shall not exceed
the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the
Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s
Applicable Revolving Credit 


 


41

















 


Percentage of the Outstanding Amount of all L/C Obligations shall not
exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding
Amount of the L/C Obligations shall not exceed the Letter of Credit
Sublimit.  Each request by the Company
for the issuance or amendment of a Letter of Credit shall be deemed to be a
representation by the Company that the L/C Credit Extension so requested
complies with the conditions set forth in the proviso to the preceding
sentence.  Within the foregoing limits,
and subject to the terms and conditions hereof, the Company’s ability to obtain
Letters of Credit shall be fully revolving, and accordingly the Company may,
during the foregoing period, obtain Letters of Credit to replace Letters of
Credit that have expired or that have been drawn upon and reimbursed.  All Existing Letters of Credit shall be
deemed to have been issued pursuant hereto, and from and after the Closing Date
shall be subject to and governed by the terms and conditions hereof.


 


(ii)           The L/C Issuer shall not issue any
Letter of Credit if:


 


(A)      the expiry date of such requested Letter
of Credit would occur more than twelve months after the date of issuance,
unless the Required Revolving Lenders have approved such expiry date; or


 


(B)       the expiry date of such requested Letter
of Credit would occur after the Letter of Credit Expiration Date, unless all
the Revolving Credit Lenders have approved such expiry date.


 


(C)       such Letter of Credit is to be
denominated in a currency other than Dollars;


 


(iii)          The L/C Issuer shall not be under any
obligation to issue any Letter of Credit if:


 


(A)      any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain the L/C Issuer from issuing such Letter of Credit, or any Law
applicable to the L/C Issuer or any request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over the
L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the
issuance of letters of credit generally or such Letter of Credit in particular
or shall impose upon the L/C Issuer with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which the L/C Issuer is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which the L/C Issuer in good faith deems
material to it;


 


(B)       the issuance of such Letter of Credit
would violate one or more policies of the L/C Issuer generally applicable to
the issuance of letters of credit;


 


42

















 


(C)       except as otherwise agreed by the
Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial
stated amount less than $100,000;


 


(D)      such Letter of Credit contains any
provisions for automatic reinstatement of the stated amount after any drawing
thereunder;  or


 


(E)       a default of any Lender’s obligations to
fund under Section 2.03(c) exists or any Lender is at such
time a Defaulting Lender hereunder, unless the L/C Issuer has entered into
satisfactory arrangements with the Company or such Lender to eliminate the L/C
Issuer’s risk with respect to such Lender.


 


(iv)         The L/C Issuer shall not amend any
Letter of Credit if the L/C Issuer would not be permitted at such time to issue
such Letter of Credit in its amended form under the terms hereof.


 


(v)          The L/C Issuer shall be under no
obligation to amend any Letter of Credit if (A) the L/C Issuer would have
no obligation at such time to issue such Letter of Credit in its amended form
under the terms hereof, or (B) the beneficiary of such Letter of Credit
does not accept the proposed amendment to such Letter of Credit.


 


(vi)         The L/C Issuer shall act on behalf of
the Revolving Credit Lenders with respect to any Letters of Credit issued by it
and the documents associated therewith, and the L/C Issuer shall have all of
the benefits and immunities (A) provided to the Administrative Agent in Article IX
with respect to any acts taken or omissions suffered by the L/C Issuer in
connection with Letters of Credit issued by it or proposed to be issued by it
and Issuer Documents pertaining to such Letters of Credit as fully as if the
term “Administrative Agent” as used in Article IX included the L/C
Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.


 


(b)     Procedures
for Issuance and Amendment of Letters of Credit.  (i)  Each Letter of Credit shall be
issued or amended, as the case may be, upon the request of the Company
delivered to the L/C Issuer (with a copy to the Administrative Agent) in the
form of a Letter of Credit Application, appropriately completed and signed by a
Responsible Officer of the Company.  Such
Letter of Credit Application must be received by the L/C Issuer and the
Administrative Agent not later than 11:00 a.m. at least two Business Days
(or such later date and time as the Administrative Agent and the L/C Issuer may
agree in a particular instance in their sole discretion) prior to the proposed
issuance date or date of amendment, as the case may be.  In the case of a request for an initial
issuance of a Letter of Credit, such Letter of Credit Application shall specify
in form and detail satisfactory to the L/C Issuer:  (A) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (B) the amount
thereof; (C) the expiry date thereof; (D) the name and address of the
beneficiary thereof; (E) the 


 


43

















 


documents to be presented by such beneficiary in case of any drawing
thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; and (G) such other matters
as the L/C Issuer may require.  In the
case of a request for an amendment of any outstanding Letter of Credit, such
Letter of Credit Application shall specify in form and detail satisfactory to
the L/C Issuer (1) the Letter of Credit to be amended; (2) the
proposed date of amendment thereof (which shall be a Business Day); (3) the
nature of the proposed amendment; and (4) such other matters as the L/C
Issuer may require.  Additionally, the
Company shall furnish to the L/C Issuer and the Administrative Agent such other
documents and information pertaining to such requested Letter of Credit issuance
or amendment, including any Issuer Documents, as the L/C Issuer or the
Administrative Agent may require.


 


(ii)           Promptly after receipt of any Letter
of Credit Application, the L/C Issuer will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received a
copy of such Letter of Credit Application from the Company and, if not, the L/C
Issuer will provide the Administrative Agent with a copy thereof.  Unless the L/C Issuer has received written
notice from any Revolving Credit Lender, the Administrative Agent or any Loan
Party, at least one Business Day prior to the requested date of issuance or
amendment of the applicable Letter of Credit, that one or more applicable
conditions contained in Article V shall not then be satisfied,
then, subject to the terms and conditions hereof, the L/C Issuer shall, on the
requested date, issue a Letter of Credit for the account of the Company (or the
applicable Subsidiary) or enter into the applicable amendment, as the case may
be, in each case in accordance with the L/C Issuer’s usual and customary
business practices.  Immediately upon the
issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed
to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C
Issuer a risk participation in such Letter of Credit in an amount equal to the
product of such Revolving Credit Lender’s Applicable Revolving Credit
Percentage times the amount of such Letter of Credit.


 


(iii)          Promptly after its delivery of any
Letter of Credit or any amendment to a Letter of Credit to an advising bank
with respect thereto or to the beneficiary thereof, the L/C Issuer will also
deliver to the Company and the Administrative Agent a true and complete copy of
such Letter of Credit or amendment.


 


(c)      Drawings
and Reimbursements; Funding of Participations.  (i)  Upon receipt from the
beneficiary of any Letter of Credit of any notice of a drawing under such
Letter of Credit, the L/C Issuer shall notify the Company and the
Administrative Agent thereof.  Not later
than 11:00 a.m. on the date of any payment by the L/C Issuer under a
Letter of Credit (each such date, an “Honor Date”), the Company shall
reimburse the L/C Issuer through the Administrative Agent in an amount equal to
the amount of such drawing.  If the Company
fails to so reimburse the L/C Issuer by such time, the Administrative Agent
shall promptly notify each Revolving Credit Lender of the Honor Date, the
amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the
amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage


 


44

















 


thereof.  In such event, the
Company shall be deemed to have requested a Revolving Credit Borrowing of Base
Rate Loans to be disbursed on the Honor Date in an amount equal to the
Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02
for the principal amount of Base Rate Loans, but subject to the amount of the
unutilized portion of the Revolving Credit Commitments and the conditions set
forth in Section 5.02 (other than the delivery of a Committed Loan
Notice).  Any notice given by the L/C
Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may
be given by telephone if immediately confirmed in writing; provided that
the lack of such an immediate confirmation shall not affect the conclusiveness
or binding effect of such notice.


 


(ii)           Each Revolving Credit Lender shall
upon any notice pursuant to Section 2.03(c)(i) make funds
available to the Administrative Agent for the account of the L/C Issuer at the
Administrative Agent’s Office in an amount equal to its Applicable Revolving
Credit Percentage of the Unreimbursed Amount not later than 1:00 p.m. on
the Business Day specified in such notice by the Administrative Agent,
whereupon, subject to the provisions of Section 2.03(c)(iii), each
Revolving Credit Lender that so makes funds available shall be deemed to have
made a Base Rate Loan to the Company in such amount.  The Administrative Agent shall remit the funds
so received to the L/C Issuer.


 


(iii)          With respect to any Unreimbursed
Amount that is not fully refinanced by a Revolving Credit Borrowing of Base
Rate Loans because the conditions set forth in Section 5.02 cannot
be satisfied or for any other reason, the Company shall be deemed to have
incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
Amount that is not so refinanced, which L/C Borrowing shall be due and payable
on demand (together with interest) and shall bear interest at the Default
Rate.  In such event, each Revolving
Credit Lender’s payment to the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment
in respect of its participation in such L/C Borrowing and shall constitute an
L/C Advance from such Lender in satisfaction of its participation obligation
under this Section 2.03.


 


(iv)         Until each Revolving Credit Lender
funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to
reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender’s Applicable Revolving Credit Percentage of
such amount shall be solely for the account of the L/C Issuer.


 


(v)          Each Revolving Credit Lender’s
obligation to make Revolving Credit Loans to the Company or L/C Advances to
reimburse the L/C Issuer for amounts drawn under Letters of Credit, as
contemplated by this Section 2.03(c), shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may
have against the L/C Issuer, the Company or any other Person for any reason
whatsoever; (B) the occurrence or continuance of a Default, or (C) any
other occurrence, event or condition, whether or not similar to any of the


 


45

















 


foregoing; provided,
however, that each Revolving Credit Lender’s obligation to make
Revolving Credit Loans pursuant to this Section 2.03(c) is
subject to the conditions set forth in Section 5.02 (other than
delivery by the Company of a Committed Loan Notice ).  No such making of an L/C Advance shall
relieve or otherwise impair the obligation of the Company to reimburse the L/C
Issuer for the amount of any payment made by the L/C Issuer under any Letter of
Credit, together with interest as provided herein.


 


(vi)         If any Revolving Credit Lender fails to
make available to the Administrative Agent for the account of the L/C Issuer
any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),
the L/C Issuer shall be entitled to recover from such Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the L/C Issuer in
accordance with banking industry rules on interbank compensation.  A certificate of the L/C Issuer submitted to
any Revolving Credit Lender (through the Administrative Agent) with respect to
any amounts owing under this Section 2.03(c)(vi) shall be conclusive
absent manifest error.


 


(d)     Repayment
of Participations.  (i)  At
any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Revolving Credit Lender such Lender’s L/C Advance in
respect of such payment in accordance with Section 2.03(c), if the
Administrative Agent receives for the account of the L/C Issuer any payment in
respect of the related Unreimbursed Amount or interest thereon (whether
directly from the Company or otherwise, including proceeds of Cash Collateral
applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Applicable Revolving Credit Percentage thereof
(appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender’s L/C Advance was outstanding) in the
same funds as those received by the Administrative Agent.


 


(ii)           If any payment received by the
Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Revolving Credit Lender shall pay to the Administrative Agent
for the account of the L/C Issuer its Applicable Revolving Credit Percentage
thereof on demand of the Administrative Agent, plus interest thereon from the
date of such demand to the date such amount is returned by such Lender, at a
rate per annum equal to the Federal Funds Rate from time to time in
effect.  The obligations of the Lenders
under this clause shall survive the payment in full of the Obligations and the
termination of this Credit Agreement.


 


46
















 


(e)      Obligations
Absolute.  The obligation of the
Company to reimburse the L/C Issuer for each drawing under each Letter of
Credit and to repay each L/C Borrowing shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Credit Agreement under all circumstances, including the following:


 


(i)            any lack of validity or
enforceability of such Letter of Credit, this Credit Agreement, or any other
Loan Document;


 


(ii)           the existence of any claim,
counterclaim, setoff, defense or other right that the Company or any Subsidiary
may have at any time against any beneficiary or any transferee of such Letter
of Credit (or any Person for whom any such beneficiary or any such transferee
may be acting), the L/C Issuer or any other Person, whether in connection with
this Credit Agreement, the transactions contemplated hereby or by such Letter
of Credit or any agreement or instrument relating thereto, or any unrelated
transaction;


 


(iii)          any draft, demand, certificate or other
document presented under such Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under such Letter of Credit;


 


(iv)         any payment by the L/C Issuer under
such Letter of Credit against presentation of a draft or certificate that does
not strictly comply with the terms of such Letter of Credit; or any payment
made by the L/C Issuer under such Letter of Credit to any Person purporting to
be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any
beneficiary or any transferee of such Letter of Credit, including any arising
in connection with any proceeding under any Debtor Relief Law; or


 


(v)          any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, the Company or any of its Subsidiaries.


 


The Company shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim
of noncompliance with the Company’s instructions or other irregularity, the
Company will immediately notify the L/C Issuer. 
The Company shall be conclusively deemed to have waived any such claim
against the L/C Issuer and its correspondents unless such notice is given as
aforesaid.


 


(f)      Role
of L/C Issuer.  Each Lender and the
Company agree that, in paying any drawing under a Letter of Credit, the L/C
Issuer shall not have any responsibility to obtain any document (other than any
sight draft, certificates and


 


47

















 


documents expressly required by the Letter of Credit) or to ascertain
or inquire as to the validity or accuracy of any such document or the authority
of the Person executing or delivering any such document.  None of the L/C Issuer, the Administrative
Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any
action taken or omitted in connection herewith at the request or with the
approval of the Revolving Credit Lenders or the Required Revolving Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross
negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Issuer Document. 
The Company hereby assumes all risks of the acts or omissions of any
beneficiary or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not,
preclude the Company’s pursuing such rights and remedies as it may have against
the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer, the Administrative
Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer shall be liable or responsible for
any of the matters described in clauses (i) through (v) of Section 2.03(e);
provided, however, that anything in such clauses to the contrary
notwithstanding, the Company may have a claim against the L/C Issuer, and the
L/C Issuer may be liable to the Company, to the extent, but only to the extent,
of any direct, as opposed to consequential or exemplary, damages suffered by
the Company which the Company proves were caused by the L/C Issuer’s willful
misconduct or gross negligence or the L/C Issuer’s willful failure to pay under
any Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions
of a Letter of Credit.  In furtherance
and not in limitation of the foregoing, the L/C Issuer may accept documents
that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and the
L/C Issuer shall not be responsible for the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason.


 


(g)     Cash
Collateral.  Upon the request of the
Administrative Agent, (i) if the L/C Issuer has honored any full or
partial drawing request under any Letter of Credit and such drawing has
resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit
Expiration Date, any L/C Obligation for any reason remains outstanding, the
Company shall, in each case, immediately Cash Collateralize the then
Outstanding Amount of all L/C Obligations. 
Section 2.04 and Section 8.02 set forth certain
additional requirements to deliver Cash Collateral hereunder.  For purposes of this Section 2.03,
Section 2.04 and Section 8.02, “Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for
the benefit of the L/C Issuer and the Lenders, as collateral for the L/C
Obligations, cash or deposit account balances pursuant to documentation in form
and substance satisfactory to the Administrative Agent and the L/C Issuer
(which documents are hereby consented to by the Lenders).  Derivatives of such term have corresponding
meanings.  The Company hereby grants to
the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a
security interest in all such cash, deposit accounts and all balances therein
and all proceeds of the foregoing.  Cash
Collateral shall


 


48

















 


be maintained in blocked, non-interest bearing deposit accounts at Bank
of America.  If at any time the
Administrative Agent determines that any funds held as Cash Collateral are
subject to any right or claim of any Person other than the Administrative Agent
or that the total amount of such funds is less than the aggregate Outstanding
Amount of all L/C Obligations, the Company will, forthwith upon demand by the
Administrative Agent, pay to the Administrative Agent, as additional funds to
be deposited as Cash Collateral, an amount equal to the excess of (x) such
aggregate Outstanding Amount over (y) the total amount of funds, if any,
then held as Cash Collateral that the Administrative Agent determines to be
free and clear of any such right and claim. 
Upon the drawing of any Letter of Credit for which funds are on deposit
as Cash Collateral, such funds shall be applied, to the extent permitted under
applicable Laws, to reimburse the L/C Issuer.


 


(h)     Applicability
of ISP and UCP.   Unless otherwise
expressly agreed by the L/C Issuer and the Company when a Letter of Credit is
issued (including any such agreement applicable to an Existing Letter of
Credit), (i) the rules of the ISP shall apply to each standby Letter
of Credit, and (ii) the rules of the UCP, as most recently published
by the International Chamber of Commerce at the time of issuance shall apply to
each commercial Letter of Credit.


 


(i)       Letter
of Credit Fees.  The Company shall
pay to the Administrative Agent for the account of each Revolving Credit Lender
in accordance with its Applicable Revolving Credit Percentage a Letter of
Credit Fee (the “Letter of Credit Fee”) for each Letter of Credit equal
to the Applicable Rate times the daily amount available to be drawn under such
Letter of Credit.  For purposes of computing
the daily amount available to be drawn under any Letter of Credit, the amount
of such Letter of Credit shall be determined in accordance with Section 1.06.  Letter of Credit Fees shall be (A) computed
on a quarterly basis in arrears and (B) due and payable on the first
Business Day after the end of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on
demand.  If there is any change in the
Applicable Rate during any quarter, the daily amount available to be drawn
under each Letter of Credit shall be computed and multiplied by the Applicable
Rate separately for each period during such quarter that such Applicable Rate was
in effect.   Notwithstanding anything to
the contrary contained herein, upon the request of the Required Revolving
Lenders, while any Event of Default exists, all Letter of Credit Fees shall
accrue at the Default Rate.


 


(j)       Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer.  The Company shall pay directly to the L/C
Issuer for its own account a fronting fee with respect to each Letter of
Credit, at the rate per annum specified in the Bank of America Fee Letter or
Toronto Dominion Fee Letter, computed on the daily amount available to be drawn
under such Letter of Credit on a quarterly basis in arrears.  Such fronting fee shall be due and payable on
the tenth Business Day after the end of each March, June, September and December in
respect of the most recently-ended quarterly period (or portion thereof, in the
case of the first payment), commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
and thereafter on demand.  For purposes
of computing the daily amount available to be drawn under any Letter of Credit,
the amount of such Letter of 


 


49

















 


Credit shall be determined in accordance with Section 1.06.  In addition, the Company shall pay directly
to the L/C Issuer for its own account the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of
the L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and
charges are due and payable on demand and are nonrefundable.


 


(k)      Conflict
with Issuer Documents.  In the event
of any conflict between the terms hereof and the terms of any Issuer Document,
the terms hereof shall control.


 


(l)       Letters
of Credit Issued for Subsidiaries. 
Notwithstanding that a Letter of Credit issued or outstanding hereunder
is in support of any obligations of, or is for the account of, a Subsidiary,
the Company shall be obligated to reimburse the L/C Issuer hereunder for any
and all drawings under such Letter of Credit. 
The Company hereby acknowledges that the issuance of Letters of Credit
for the account of Subsidiaries inures to the benefit of the Company, and that
the Company’s business derives substantial benefits from the businesses of such
Subsidiaries.


 


Section 2.04           Prepayments.(a)  Optional.  The Company may, upon notice to the
Administrative Agent, at any time or from time to time voluntarily prepay Term
Loans and Revolving Credit Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by the
Administrative Agent not later than 11:00 a.m. (A) three Business
Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on
the date of prepayment of Base Rate Loans; (ii) any prepayment of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base
Rate Loans shall be in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof or, in each case, if less, the entire principal
amount thereof then outstanding.  Each
such notice shall specify the date and amount of such prepayment, the Type(s) of
Loans to be prepaid and, in the case of a prepayment of Term Loans, the amount
of such prepayment to be applied to each Term Facility.  The Administrative Agent will promptly notify
each Lender of its receipt of each such notice, and of the amount of such
Lender’s ratable portion of such prepayment (based on such Lender’s Applicable
Percentage in respect of the relevant Facility).  If such notice is given by the Company, the
Company shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein.  Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest on the amount prepaid, together
with any additional amounts required pursuant to Section 3.05.  Each prepayment of the outstanding Loans
pursuant to this Section 2.04(a) shall be applied (x) to
the Facility or Facilities specified by the Company in the related notice of
prepayment and (y) within each Facility or Facilities to be prepaid, to
the principal repayment installments thereof on a pro-rata basis, and each such
prepayment shall be paid to the Lenders in accordance with their respective
Applicable Percentages in respect of each of the relevant Facilities; provided,
that (I) the Incremental B-2 Extended Term Facility shall not be prepaid
pursuant to this Section 2.04(a) prior to the Incremental B
Term Facility without the prior written consent of each Incremental B Term
Lenders and (II) the Incremental B Term Lenders may be prepaid pursuant to
this Section 2.04(a) prior to the Incremental B-2 


 


50

















 


Extended Term Lenders and, for the avoidance of doubt, prepayments
pursuant to this Section 2.04(a) may be made on a pro rata
basis to both the Incremental B Term Facility and the Incremental B-2 Extended
Term Facility in accordance with their respective Applicable Percentages in
respect of each of the relevant Facilities.


 


(b)     Mandatory.  (i)  If the Company or any of its
Restricted Subsidiaries (A) Disposes of any property (other than any
deemed Disposition referred to in Section 7.08(c)) or (B) suffers
an Event of Loss, in each case, which results in the realization by such Person
of Net Cash Proceeds, the Company shall prepay, immediately upon receipt
thereof by such Person, an aggregate principal amount of Loans equal to 100% of
such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds
described in this Section 2.04(b)(i) that have not been used
to prepay the Loans pursuant to this Section 2.04(b)(i) or
reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided,
however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i),
at the election of the Company (as notified by the Company to the
Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and
so long as no Default shall have occurred and be continuing, the Company or
such Restricted Subsidiary may reinvest all or any portion of such Net Cash
Proceeds in operating assets so long as within 365 days after the receipt of
such Net Cash Proceeds, such reinvestment shall have been consummated (as
certified by the Company in writing to the Administrative Agent); and provided
further, however, that any Net Cash Proceeds not so reinvested
shall be immediately applied to the prepayment of the Loans as set forth in
this Section 2.04(b)(i).


 


(ii)           Upon the incurrence or issuance by
the Company or any of its Restricted Subsidiaries of any Indebtedness (other
than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12),
the Company shall prepay an aggregate principal amount of Loans equal to 100%
of all Net Cash Proceeds received therefrom immediately upon receipt thereof by
the Company or such Restricted Subsidiary.


 


(iii)          Upon an increase of the Revolving
Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13
or upon the establishment of the Incremental Term Facility in accordance with Section 2.14,  the Company shall immediately prepay, in
full, the Outstanding Amount of all Term A-2 Loans together with all accrued
but unpaid interest to the date of such prepayment.


 


(iv)         Each prepayment of Loans pursuant to
the foregoing provisions of this Section 2.04(b) (other than
pursuant to clause (iii) of this Section 2.04(b)) shall be
applied, first, ratably to each of the Term Facilities and to the
principal repayment installments thereof on a pro-rata basis and, second,
to the Revolving Credit Facility in the manner set forth in clause (vii) of
this Section 2.04(b).


 


(v)          Notwithstanding any of the other
provisions of clause (i) or (ii) of this Section 2.04(b),
so long as no Default under Section 8.01(b), Section 


 


51

















 


8.01(g) or Section 8.01(h), or
Event of Default shall have occurred and be continuing, if, on any date on
which a prepayment would otherwise be required to be made pursuant to clause (i) or
(ii) of this Section 2.04(b), the aggregate amount of Net Cash
Proceeds required by such clause to be applied to prepay Loans on such date is
less than or equal to $50,000,000, the Company may defer such prepayment until
the first date on which the aggregate amount of Net Cash Proceeds or other
amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to
be applied to prepay Loans exceeds $50,000,000. 
During such deferral period the Company may apply all or any part of
such aggregate amount to prepay Revolving Credit Loans and may, subject to the
fulfillment of the applicable conditions set forth in Article V,
reborrow such amounts (which amounts, to the extent originally constituting Net
Cash Proceeds, shall be deemed to retain their original character as Net Cash
Proceeds when so reborrowed) for application as required by this Section 2.04(b).  Upon the occurrence of a Default under Section 8.01(b),
Section 8.01(g) or Section 8.01(h), or an Event of
Default during any such deferral period, the Company shall immediately prepay
the Loans in the amount of all Net Cash Proceeds received by the Company and
other amounts, as applicable, that are required to be applied to prepay Loans
under this Section 2.04(b) (without giving effect to the first
and second sentences of this clause (v)) but which have not previously been so
applied.


 


(vi)         If for any reason the Total Revolving
Credit Outstandings at any time exceed the Revolving Credit Facility at such
time, the Company shall immediately prepay Revolving Credit Loans and L/C
Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C
Borrowings) in an aggregate amount equal to such excess.


 


(vii)        Prepayments of the Revolving Credit
Facility made pursuant to this Section 2.04(b), first, shall
be applied ratably to the L/C Borrowings, second, shall be applied
ratably to the outstanding Revolving Credit Loans, and, third, shall be
used to Cash Collateralize the remaining L/C Obligations; and, in the case of
prepayments of the Revolving Credit Facility required pursuant to clause  (i) or (ii) of this Section 2.04(b),
the amount remaining, if any, after the prepayment in full of all L/C
Borrowings and Revolving Credit Loans outstanding at such time and the Cash
Collateralization of the remaining L/C Obligations in full (the sum of such
prepayment amounts, cash collateralization amounts and remaining amount being,
collectively, the “Reduction Amount”) may be retained by the Company for
use in the ordinary course of its business. 
Upon the drawing of any Letter of Credit that has been Cash
Collateralized, the funds held as Cash Collateral shall be applied (without any
further action by or notice to or from the Company or any other Loan Party) to
reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.


 


Section 2.05           Termination
or Reduction of Commitments.  (a)  Optional.  The Company may, upon notice to the
Administrative Agent, terminate the Revolving Credit Facility or the Letter of
Credit Sublimit, or from time to time permanently reduce the Revolving Credit
Facility or the Letter of Credit Sublimit; provided that (i) any
such 


 


52

















 


notice shall be received by the Administrative Agent not later than
11:00 a.m. five Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be in an aggregate amount
of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the
Company shall not terminate or reduce (A) the Revolving Credit Facility
if, after giving effect thereto and to any concurrent prepayments hereunder,
the Total Revolving Credit Outstandings would exceed the Revolving Credit
Facility, or (B) the Letter of Credit Sublimit if, after giving effect
thereto, the Outstanding Amount of L/C Obligations not fully Cash
Collateralized hereunder would exceed the Letter of Credit Sublimit.


 


(b)     Mandatory.  (i)  The aggregate Term A-1
Commitments and Term A-2 Commitments shall be automatically and permanently
reduced to zero on the date of the Term A-1 Borrowing and Term A-2 Borrowing,
respectively.


 


(ii)           If after giving effect to any
reduction or termination of Revolving Credit Commitments under this Section 2.05
or the Letter of Credit Sublimit exceeds the Revolving Credit Facility at such
time or the Letter of Credit Sublimit, as the case may be, the Revolving Credit
Facility shall be automatically reduced by the amount of such excess.


 


(c)      Application
of Commitment Reductions; Payment of Fees. 
The Administrative Agent will promptly notify the Lenders of any
termination or reduction of the Letter of Credit Sublimit or the Revolving
Credit Commitment under this Section 2.05.  Upon any reduction of the Revolving Credit
Commitments, the Revolving Credit Commitment of each Revolving Credit Lender
shall be reduced by such Lender’s Applicable Revolving Credit Percentage of
such reduction amount.  All fees in
respect of the Revolving Credit Facility accrued until the effective date of
any termination of the Revolving Credit Facility shall be paid on the effective
date of such termination.


 


Section 2.06           Repayment
of Loans.  (a)  Term A-1
Loans.  The Company shall repay to
the Term A-1 Lenders the aggregate principal amount of all Term A-1 Loans
outstanding on the following dates in the respective amounts set forth opposite
such dates (which amounts shall be reduced as a result of the application of
prepayments in accordance with the order of priority set forth in Section 2.04):


 


	
  Date

  	
   

  	
  Principal

  Amortization Payment

  (shown as a % of Original

  Principal Amount)

  	
   

  
	
  March 31, 2007

  	
   

  	
  1.25%

  	
   

  
	
  June 30, 2007

  	
   

  	
  1.25%

  	
   

  
	
  Sept.30, 2007

  	
   

  	
  1.25%

  	
   

  
	
  Dec. 31, 2007

  	
   

  	
  1.25%

  	
   

  
	
  March 31, 2008

  	
   

  	
  1.25%

  	
   

  
	
  June 30, 2008

  	
   

  	
  1.25%

  	
   

  
	
  Sept. 30, 2008

  	
   

  	
  1.25%

  	
   

  
	
  Dec. 31, 2008

  	
   

  	
  1.25%

  	
   

  
	
  March 31, 2009

  	
   

  	
  6.25%

  	
   

  
	
  June 30, 2009

  	
   

  	
  6.25%

  	
   

  
	
  Sept. 30, 2009

  	
   

  	
  6.25%

  	
   

  
	
  Dec. 31, 2009

  	
   

  	
  6.25%

  	
   

  
	
  March 31, 2010

  	
   

  	
  6.25%

  	
   

  
	
  June 30, 2010

  	
   

  	
  6.25%

  	
   

  
	
  Sept. 30, 2010

  	
   

  	
  6.25%

  	
   

  
	
  Dec. 31, 2010

  	
   

  	
  6.25%

  	
   

  
	
  March 31, 2011

  	
   

  	
  10.00%

  	
   

  
	
  June 30, 2011

  	
   

  	
  10.00%

  	
   

  
	
  Sept. 30, 2011

  	
   

  	
  10.00%

  	
   

  
	
  Dec. 31, 2011

  	
   

  	
  10.00%

  	
   

  
	
  Feb 24, 2012

  	
   

  	
  Outstanding Principal
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  100.00%

  	
   

  



 


53

















 


provided, however, that the final principal repayment
installment of the Term A-1 Loans shall be repaid on the Maturity Date for the
Term A-1 Facility and in any event shall be in an amount equal to the aggregate
principal amount of all Term A-1 Loans outstanding on such date; and provided
further, that with the prior written consent of the Term A Lenders
holding at least 10% of the outstanding Term A Loans, such consenting Term A
Lenders can extend the amortization schedule and the maturity of their Term A
Loans as agreed upon among such consenting Term A Lenders and the Borrower
(with the new amortization schedule and Maturity Date thereafter applying to
such Term A Loans), and the Borrower may pay an extension fee to, and as agreed
with, such consenting Term A Lenders with respect to such extension, without
having any obligation to make any additional payments with respect to such
extension to non-consenting Term A Lenders, which fees, notwithstanding that
such fees are payments with respect to a Loan, shall not a constitute an Obligation
for purposes of this Credit Agreement.


 


(b)     Term
A-2 Loans.  The Company shall repay
to the Term A-2 Lenders the aggregate principal amount of all Term A-2 Loans
outstanding in twenty-five (25) consecutive quarterly installments which except
for the final installment shall be due on the last day of each March, June, September and
December, beginning with March 31, 2006. 
Subject to adjustment in connection with prepayments made pursuant to Section 2.04,
each of the first twenty-four (24) installments shall be in the principal
amount equal to 0.25% of the original aggregate principal amount of the Term
A-2 Loan and the final principal repayment installment of the Term A-2 Loans,
due on the Maturity Date for the Term A-2 Facility, shall be in an amount equal
to the aggregate principal amount of all Term A-2 Loans outstanding on such
date.


 


(c)      Revolving
Credit Loans.  The Company shall
repay to the Revolving Credit Lenders on the Maturity Date for the Revolving
Credit Facility the aggregate principal amount of all Revolving Credit Loans
outstanding on such date; provided, that with the prior written consent
of the Revolving Credit Lenders holding at least 10% of the Revolving Credit
Loans, such consenting Revolving Credit Lenders can extend the maturity of their
Revolving Credit Loans as agreed upon among such consenting Revolving Credit
Lenders and the Borrower (with such new Maturity Date thereafter


 


54

















 


applying to such Revolving Loans), and the Borrower may pay an
extension fee to, and as agreed with, such Revolving Credit Lenders with
respect to such extension without having any obligation to make any additional
payments with respect to such extension to non-consenting Revolving Credit
Lenders, which fees, notwithstanding that such fees are payments with respect
to a Loan, shall not a constitute an Obligation for purposes of this Credit
Agreement.


 


Section 2.07           Interest.  (a)  Subject to the provisions of Section 2.07(b),
(i) each Eurodollar Rate Loan under a Facility shall bear interest on the
outstanding principal amount thereof for each Interest Period at a rate per
annum equal to the Eurodollar Rate for such Interest Period plus the Applicable
Rate for such Facility; and (ii) each Base Rate Loan under a Facility
shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate for such Facility.


 


(b)     (i)  If
any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or
otherwise, such amount shall thereafter bear interest at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.


 


(ii)           If any amount (other than principal
of any Loan) payable by the Company under any Loan Document is not paid when
due (without regard to any applicable grace periods), whether at stated
maturity, by acceleration or otherwise, then upon the request of (x) in
the case of any amount payable only to the Revolving Credit Lenders and/or the
Term A Lenders, the Required Revolver/Term A Lenders and (y) in the case
of any other amount, the Required Lenders, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws.


 


(iii)          Accrued and unpaid interest on past
due amounts (including interest on past due interest) shall be due and payable
upon demand.


 


(c)      Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable
in accordance with the terms hereof before and after judgment, and before and
after the commencement of any proceeding under any Debtor Relief Law.


 


Section 2.08           Fees.  In addition to certain fees described in Section 2.03(i) and
(j):


 


(a)      Commitment
Fee.  The Company shall pay to the
Administrative Agent for the account of each Revolving Credit Lender in
accordance with its Applicable Revolving Credit Percentage, a commitment fee
(the “Commitment Fee”) on the actual daily amount by which the Revolving
Credit Facility exceeds the Total Revolving Credit 


 


55

















 


Outstandings, at the rate equal to, (i) on any day on which the
Total Revolving Credit Outstandings is less than or equal to the product of
one-third (1/3) times the Revolving Credit Commitment, 0.50% per annum, (ii) on
any day on which the Total Revolving Credit Outstandings is less than or equal
to the product of two-thirds (2/3) but greater than one-third (1/3) times the
Total Revolving Credit Commitment, 0.375% per annum, and (iii) on any day
on which the Total Revolving Credit Outstandings is greater than the product of
two-thirds (2/3) times the Revolving Credit, 0.25% per annum.  The commitment fee shall accrue at all times
during the Availability Period, including at any time during which one or more
of the conditions in Article V is not met, and shall be due and
payable quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date,
and on the last day of the Availability Period for the Revolving Credit
Facility.  The commitment fee shall be
calculated quarterly in arrears.


 


(b)     Other
Fees.  (i)  The Company
shall pay to the Initial Lenders for their own respective accounts fees in the
amounts and at the times specified in the Facility Fee Letter.  Such fees shall not be refundable for any
reason whatsoever.


 


(ii)           The Company shall pay to the
Administrative Agent and the applicable L/C Issuer for their own respective
accounts fees in the amounts and at the times specified in the Bank of America
Fee Letter or Toronto Dominion Fee Letter, as applicable.  Such fees shall not be refundable for any
reason whatsoever.


 


(iii)          The Company shall pay to the Lenders
(or the Administrative Agent on behalf of the Lenders) such fees as shall have
been separately agreed upon in writing, to the Lenders and in the amounts and
at the times so specified.  Such fees
shall not be refundable for any reason whatsoever.


 


Section 2.09           Computation
of Interest and Fees.  All
computations of interest for Base Rate Loans when the Base Rate is determined
by Bank of America’s “prime rate” shall be made on the basis of a year of 365
or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest
shall be made on the basis of a 360-day year and actual days elapsed (which
results in more fees or interest, as applicable, being paid than if computed on
the basis of a 365-day year).  Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day
on which it is made shall, subject to Section 2.11(a), bear
interest for one day.  Each determination
by the Administrative Agent of an interest rate or fee hereunder shall be
conclusive and binding for all purposes, absent manifest error.


 


Section 2.10           Evidence
of Debt.  (a)  The Credit
Extensions made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and by the Administrative Agent in the
ordinary course of business.  The
accounts or records maintained by the Administrative Agent and each Lender
shall be conclusive absent manifest error of the amount of the Credit
Extensions made by the Lenders to the


 


56
















 


Company and the interest and payments thereon.  Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Company hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the
accounts and records maintained by any Lender and the accounts and records of
the Administrative Agent in respect of such matters, the accounts and records
of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through
the Administrative Agent, the Company shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender’s
Loans in addition to such accounts or records. 
Each Lender may attach schedules to its Note and endorse thereon the
date, Type (if applicable), amount and maturity of its Loans and payments with
respect thereto.


 


(b)     In
addition to the accounts and records referred to in Section 2.10(a),
each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Letters of Credit. 
In the event of any conflict between the accounts and records maintained
by the Administrative Agent and the accounts and records of any Lender in
respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error.


 


Section 2.11           Payments
Generally; Administrative Agent’s Clawback. 
(a)  General.  All payments to be made by the Company shall
be made without condition or deduction for any counterclaim, defense, recoupment
or setoff.   Except as otherwise
expressly provided herein, all payments by the Company hereunder shall be made
to the Administrative Agent, for the account of the respective Lenders to which
such payment is owed, at the Administrative Agent’s Office in Dollars and in
immediately available funds not later than 2:00 p.m. on the date specified
herein.  The Administrative Agent will
promptly distribute to each Lender its Applicable Percentage in respect of the
relevant Facility (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender’s Lending
Office.  All payments received by the
Administrative Agent after 2:00 p.m. shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.  If any payment to be made by the
Company shall come due on a day other than a Business Day, payment shall be
made on the next following Business Day, and such extension of time shall be
reflected on computing interest or fees, as the case may be.


 


(b)     (i)  Funding
by Lenders; Presumption by Administrative Agent.   Unless the Administrative Agent shall have
received notice from a Lender prior to the proposed date of any Borrowing of
Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans,
prior to 12:00 noon on the date of such Borrowing) that such Lender will not
make available to the Administrative Agent such Lender’s share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.02 (or,
in the case of a Borrowing of Base Rate Loans, that such Lender has made such
share available in accordance with and at the time required by Section 2.02)
and may, in reliance upon such assumption, make available to the Company a
corresponding amount.  In such event, if
a Lender has not in fact made its share of the applicable Borrowing available
to the 


 


57

















 


Administrative Agent, then the applicable Lender and the Company
severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount in immediately available funds with interest thereon, for
each day from and including the date such amount is made available to the
Company to but excluding the date of payment to the Administrative Agent, at (A) in
the case of a payment to be made by such Lender, the greater of the Federal
Funds Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation and (B) in the case
of a payment to be made by the Company, the interest rate applicable to Base
Rate Loans.  If the Company and such
Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the
Company the amount of such interest paid by the Company for such period.  If such Lender pays its share of the
applicable Borrowing to the Administrative Agent, then the amount so paid shall
constitute such Lender’s Loan included in such Borrowing.  Any payment by the Company shall be without
prejudice to any claim the Company may have against a Lender that shall have
failed to make such payment to the Administrative Agent.


 


(ii)     Payments by Company; Presumptions by
Administrative Agent.  Unless the
Administrative Agent shall have received notice from the Company prior to the
time at which any payment is due to the Administrative Agent for the account of
the Lenders or the L/C Issuer hereunder that the Company will not make such
payment, the Administrative Agent may assume that the Company has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the
case may be, the amount due.  In such
event, if the Company has not in fact made such payment, then each of the
Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to
repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender or the L/C Issuer, in immediately available funds with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation.


 


A notice of the Administrative Agent to any Lender or the Company with
respect to any amount owing under this subsection (b) shall be conclusive,
absent manifest error.


 


(c)      Failure
to Satisfy Conditions Precedent.  If
any Lender makes available to the Administrative Agent funds for any Loan to be
made by such Lender as provided in the foregoing provisions of this Article II,
and such funds are not made available to the Company by the Administrative
Agent because the conditions to the applicable Credit Extension set forth in Article V
are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.


 


(d)     Obligations
of Lenders Several.  The obligations
of the Lenders hereunder to make Term Loans and Revolving Credit Loans, to fund
participations in 


 


58

















 


Letters of Credit and to make payments pursuant to Section 10.04(c) are
several and not joint.  The failure of
any Lender to make any Loan, to fund any such participation or to make any
payment under Section 10.04(c) on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on
such date, and no Lender shall be responsible for the failure of any other
Lender to so make its Loan, to purchase its participation or to make its
payment under Section 10.04(c).


 


(e)      Funding
Source.  Nothing herein shall be
deemed to obligate any Lender to obtain the funds for any Loan in any
particular place or manner or to constitute a representation by any Lender that
it has obtained or will obtain the funds for any Loan in any particular place
or manner.


 


(f)      Insufficient
Funds.  If at any time insufficient
funds are received by and available to the Administrative Agent to pay fully
all amounts of principal, L/C Borrowings, interest and fees then due hereunder,
such funds shall be applied (i) first, toward 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,
toward payment of principal and L/C Borrowings then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal
and L/C Borrowings then due to such parties.


 


Section 2.12           Sharing
of Payments by Lenders.  If any
Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of (a) Obligations in respect of any of the
Facilities due and payable to such Lender hereunder and under the other Loan
Documents at such time in excess of its ratable share (according to the
proportion of (i) the amount of such Obligations due and payable to such Lender
at such time to (ii) the aggregate amount of the Obligations in respect of such
Facilities due and payable to all Lenders hereunder and under the other Loan
Documents at such time) of payments on account of the Obligations in respect of
such Facilities due and payable to all Lenders hereunder and under the other
Loan Documents at such time obtained by all the Lenders at such time or (b)
Obligations in respect of any of such Facilities owing (but not due and
payable) to such Lender hereunder and under the other Loan Documents at such
time in excess of its ratable share (according to the proportion of (i) the
amount of such Obligations owing (but not due and payable) to such Lender at
such time to (ii) the aggregate amount of the Obligations in respect of such
Facilities owing (but not due and payable) to all Lenders hereunder and under
the other Loan Parties at such time) of payments on account of the Obligations
in respect of the Facilities owing (but not due and payable) to all Lenders
hereunder and under the other Loan Documents at such time obtained by all of
the Lenders at such time then the Lender receiving such greater proportion
shall (a) notify the Administrative Agent of such fact, and (b) purchase (for
cash at face value) participations in the Loans and subparticipations in L/C
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 Obligations in
respect of the Facilities then due and payable to the Lenders or owing (but not
due and payable) to the Lenders, as the case may be, provided that:


 


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


 


(ii)     the provisions of this Section shall
not be construed to apply to (A) any payment made by the Company pursuant
to and in accordance with the express terms of this Credit Agreement or (B) any
payment obtained by a Lender as consideration for the assignment of or sale of
a participation in any of its Loans or subparticipations in L/C Obligations to
any assignee or participant, other than to the Company or any Subsidiary
thereof (as to which the provisions of this Section 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 such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.


 


Section 2.13           Increase in Commitments.  (a)  Request for Increase.  Provided that no Default shall have occurred
and be continuing at such time or would result therefrom, upon notice to the
Administrative Agent (which shall promptly notify the Revolving Credit Lenders
and Term A-1 Lenders, as applicable), the Company may on a one-time basis,
request an increase in the Revolving Credit Facility or Term A-1 Loans, or
both, by an aggregate amount not exceeding $1,000,000,000; provided that
(i) any such request for an increase shall be in a minimum amount of
$400,000,000 and (ii) the amount of such increase, together with the
amount of any Incremental Term Facility established pursuant to Section 2.14,
shall not exceed the Commitment Increase Threshold.  At the time of sending such notice, the
Company (in consultation with the Administrative Agent) shall specify the time
period within which each Revolving Credit Lender and each Term A-1 Lender, as
applicable, is requested to respond (which shall in no event be less than ten (10) Business
Days from the date of delivery of such notice to such Lenders by the
Administrative Agent).


 


(b)     Lender Elections to Increase.  Each Revolving Credit Lender and Term A-1
Lender, as applicable, shall notify the Administrative Agent within such time
period whether or not it agrees to increase its Revolving Credit Commitment or
Term A-1 Commitment, as applicable, and, if so, whether by an amount equal to,
greater than, or less than, (i) in the case of a Revolving Credit Lender,
its Applicable Revolving Credit Percentage of such requested increase and (ii) in
the case of a Term A-1 Lender, its ratable portion (based on such Term A-1
Lender’s Applicable Percentage in respect of the Term A-1 Facility) of
such requested increase.  Any Revolving
Credit Lender and Term A-1 Lender, as applicable, not responding within such
time period shall be deemed to have declined to increase its Revolving Credit
Commitment and Term A-1 Loans, as applicable.


 


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(c)      Notification by Administrative Agent;
Additional Lenders.  The
Administrative Agent shall notify the Company and each Revolving Credit Lender
and Term A-1 Lender, as applicable, of the Revolving Credit Lenders’ and Term
A-1 Lenders’ responses, as applicable, to each request made hereunder.  If the aggregate increase participated in by
the existing Lenders is less than the requested increase, then to achieve the
full amount of the requested increase, and subject to the approval of the
Administrative Agent and, in the case of an increase in the Revolving Credit
Facility, the L/C Issuer (which approvals shall not be unreasonably withheld),
the Company may also invite additional Eligible Assignees to become Revolving
Credit Lenders or Term A-1 Lenders, as applicable, pursuant to a joinder
agreement in form and substance satisfactory to the Administrative Agent and
its counsel.


 


(d)     Effective Date and Allocations.  If the Revolving Credit Facility or Term A-1
Loans, or both, are increased in accordance with this Section, the
Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the
final allocation of such increase.  The
Administrative Agent shall promptly notify the Company and the Revolving Credit
Lenders and Term A-1 Lenders, including the proposed new lenders, as
applicable, of the final allocation of such increase and the Increase Effective
Date.  In the event of an increase in the
Term A-1 Loans in accordance with this Section, the amortization schedule for
the Term A-1 Loans set forth in Section 2.06(a) shall be
amended as of the Increase Effective Date to increase the then-remaining unpaid
installments of principal by an aggregate amount equal to the additional Term
A-1 Loans being made on such date, such aggregate amount to be applied to
increase such installments ratably in accordance with the amounts in effect
immediately prior to the Increase Effective Date.  Such amendment may be signed by the
Administrative Agent on behalf of the Lenders.


 


(e)      Conditions to Effectiveness of Increase.  As a condition precedent to such increase, the
Company shall deliver to the Administrative Agent a certificate of each Loan
Party dated as of the Increase Effective Date (in sufficient copies for each
Lender) signed by a Responsible Officer of such Loan Party (i) certifying
and attaching the resolutions adopted by such Loan Party approving or
consenting to such increase, and (ii) in the case of the Company,
certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article VI and the
other Loan Documents are true and correct on and as of the 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
as of such earlier date, and except that for purposes of this Section 2.13,
the representations and warranties contained in subsections (a) and (b) of
Section 6.04 shall be deemed to refer to the most recent statements
furnished pursuant to clauses (b) and (a), respectively, of Section 7.01,
and (B) no Default exists.  In the event of an increase in the Revolving
Credit Commitment in accordance with this Section, the Company shall prepay any
Revolving Credit Loans outstanding on the Increase Effective Date (and pay any
additional amounts required pursuant to Section 3.05) to the extent
necessary to keep the outstanding Revolving Credit Loans ratable with any
revised Applicable Revolving Credit Percentages arising from any nonratable
increase in the Revolving Credit Commitments under this Section.  In
the event of an increase in the Term A-1 Loans in accordance with this Section,
the additional Term A-1 


 


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Loans shall be made
by the Term A-1 Lenders participating therein pursuant to the procedures set
forth in Section 2.02.


 


(f)      Conflicting Provisions.  This Section shall supersede any
provisions in Sections 2.12 or 4.01 to the contrary.


 


Section 2.14           Incremental
Term Facility.  (a)  Request for Incremental Term Facility.  Provided that no Default shall have occurred
and be continuing at such time or would result therefrom, at the option of the
Company, the Incremental Term Lenders and the Administrative Agent, and without
the consent of any other Lender, a separate tranche of commitments and loans may
be established under this Credit Agreement in an amount not exceeding the
Commitment Increase Threshold minus the aggregate amount of any increase
in the Revolving Credit Facility and Term A-1 Loans in accordance with Section
2.13; provided that any such request for an Incremental Term
Facility shall be in a minimum amount of $400,000,000 minus the
aggregate amount of any increase in the Revolving Credit Facility and Term A-1
Loans in accordance with Section 2.13.


 


(b)     Conditions to Effectiveness of Incremental Term Facility.  As a
condition precedent to the establishment of such Incremental Term Facility, the
Company, the Administrative Agent and the Incremental Term Lenders shall enter into a supplement to
this Agreement in substantially the form of Exhibit I hereto (the “Incremental
Term Supplement”) duly completed such that the Incremental
Term Supplement shall set forth the
terms and conditions relating to the Incremental Term Facility; provided that, in any
event, such Incremental Term
Facility shall not (i) have a final maturity earlier than the Maturity
Date applicable to the Term A-1 Facility, (ii) have any required
amortization prior to the Maturity Date applicable to the Term A-1 Facility
unless the average weighted life to maturity of such Incremental Term Facility is equal to or greater that the
average weighted life to maturity of the Term A-1 Loans immediately prior to
the Incremental Term Closing
Date and (iii) benefit from covenants that are less favorable to the Loan
Parties than the covenants contained in Article VII hereto.  Upon the effective date of the Incremental
Term Supplement, each lender thereunder
shall become an Incremental Term
Lender hereunder and such Incremental Term Supplement shall be deemed part of this Credit Agreement for all
purposes thereafter.


 


(c)      Amendments;
Etc.  For the benefit of each
Incremental Term Lender, the Lenders agree that they shall not consent to or
approve any amendment or waiver of any provision of this Credit Agreement or
any other Loan Document or consent to any departure by the Company or any other
Loan Party therefrom, to the extent the effect thereof would:


 


(i)      change the order of application of any
reduction in the Commitments or any prepayment of any
Incremental Term Loans among the Facilities from the application thereof set
forth in the applicable provisions of Section 2.04(b) or Section 2.05(b),
respectively, in any manner that materially and adversely affects the
Incremental Term Lenders holding such Incremental Term Loans without the written
consent of both the Required Incremental
B Term Lenders and the Required Incremental B-2 Extended Term Lenders;
and


 


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(ii)     change (A) any provision of this Section 2.14(c) without
the written consent of each Incremental Term Lender, (B) the definition of
“Required Incremental B
Term Lenders” without the written consent of each Incremental B Term
Lender or (C) the definition of “Required Incremental B-2 Extended Term Lenders” without the written
consent of each Incremental B-2 Extended Term Lender.


 


Section 2.15           Additional
Facilities.  (a)  Request for Additional Facilities.  Provided that no Default shall have occurred
and be continuing at such time or would result therefrom, at the option of the
Company, the lenders party to an Additional Facility Supplement and the
Administrative Agent, and without the consent of any other Lender, one or more
separate and additional tranches of commitments and loans may be established
under this Credit Agreement in an amount not exceeding the Additional
Facilities Limit; provided that any such request for an Additional
Facility shall be in a minimum amount of $100,000,000.


 


(b)     Conditions
to Effectiveness of any Additional Facility. 
As a condition precedent to the establishment of any Additional Facility, the Company, the
Administrative Agent and the lenders party thereto shall enter into an
Additional Revolver/Term A Facility Supplement or an Additional Incremental
Term Facility Supplement, as the case may be, and satisfy the conditions
precedent set forth therein.  Upon the
effective date of such Additional
Facility Supplement, each lender thereunder shall become an Additional Facility Lender hereunder
and such Additional Facility
Supplement shall be deemed part of this Credit Agreement for all purposes
thereafter.


 


(c)      Restrictions
on Additional
Facilities.


 


(i)      Additional Revolver/Term A Facility.  In the case of an Additional Revolver/Term A
Facility, (a) such Additional Facility shall not have a final maturity
earlier than the Maturity Date applicable to the Term A Facility immediately
prior to the respective Additional
Facility Closing Date, (b) such Additional Facility shall not have
any required amortization prior to the Maturity Date applicable to the Term A
Facility immediately prior to the respective Additional Facility Closing Date unless the average weighted
life to maturity of such Additional
Facility is equal to or greater that the average weighted life to
maturity of the Term A Loans immediately prior to the respective Additional Facility Closing Date, (c) on
or prior to the respective Additional Facility Closing Date, the Company shall
have terminated the existing Revolving Credit Commitments and repaid the
amounts outstanding immediately prior to such Additional Facility Closing Date
under the Term A Facility and the Revolving Credit Facility, including all
interest and fees applicable thereto and all other amounts payable hereunder
and under the other Loan Documents in respect thereof and (d) the Borrower
shall use reasonable efforts to syndicate such Additional Revolver/Term A
Facility to financial institutions of the type holding a majority of the
Revolving Credit Facility and the Term A Facility, in the aggregate,
immediately prior the respective Additional Facility Closing Date.


 


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(ii)     Additional Incremental Term Facility.
In the case of an Additional Incremental Term Facility, (a) such Additional Facility shall not have a
final maturity earlier than the Maturity Date applicable to the Incremental B-2
Extended Term Facility, (b) such Additional Facility shall not have any
required amortization prior to the Maturity Date applicable to the Incremental
B-2 Extended Term Facility unless the average weighted life to maturity of such
Additional Facility is equal to
or greater that the average weighted life to maturity of the Incremental B-2
Extended Term Facility immediately prior to the respective Additional Facility Closing Date and (c) if
the per annum rate of interest and fees payable to the Additional Facility
Lenders party thereto exceeds the per annum rate of interest and fees payable
to the Incremental B-2 Extended Term Lender by 0.25% per annum, the Borrower
shall pay to each Incremental B-2 Extended Term Lenders an additional extension
fee (the “Additional Extension Fee”) equal to such excess amount over
0.25% per annum from the respective Additional Facility Closing Date until the
Incremental B-2 Extended Term Loans have been paid in full, which fees, notwithstanding
that such fees are payments with respect to a Loan, shall not a constitute an
Obligation for purposes of this Credit Agreement.


 


(d)     Amendments;
Etc.  For the benefit of each
Additional Facility Lender, the Lenders agree that they shall not consent to or
approve any amendment or waiver of any provision of this Credit Agreement or
any other Loan Document or consent to any departure by the Company or any other
Loan Party therefrom, to the extent the effect thereof would:


 


(i)      waive any condition set forth in Section 6
of any Additional
Facility Supplement (other than Section 6(h) thereof),
without the written consent of each Additional
Facility Lender party thereto;


 


(ii)     waive any condition set forth in Section 5.02 as to any Credit
Extension under any Additional Facility without the written consent of the
Required Additional Facility Lenders, if any, under such Additional
Facility;


 


(iii)    change the order of application of any
reduction in the Commitments or any prepayment of any
Additional Facility Loans among the Facilities from the application thereof set
forth in the applicable provisions of Section 2.04(b) or Section 2.05(b),
respectively, in any manner that materially and adversely affects the
Additional Facility Lenders holding such Additional Facility Loans without the
written consent of the Required Additional
Facility Lenders, if any, under such Additional Facility;


 


(iv)    change any provision of this Section 2.15(d) or
the definition of “Required Additional
Facility Lenders” as to an Additional Facility without the written
consent of each Additional Facility Lender under such Facility; and


 


(v)     impose any greater restriction on the
ability of any Additional Facility Lender under an Additional Facility, if any,
to assign any of its rights or 


 


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obligations hereunder
without the written consent of the Required Additional Facility Lenders under such
Additional Facility.


 


ARTICLE III


 


TAXES, YIELD PROTECTION AND ILLEGALITY


 


Section 3.01           Taxes.  (a)  Payments
Free of Taxes.  Any and all payments
by or on account of any obligation of the Company hereunder or under any other
Loan Document shall be made free and clear of and without reduction or
withholding for any Indemnified Taxes or Other Taxes, provided that if
the Company shall be required by applicable law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, any Lender or the L/C Issuer, as the case may be,
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Company shall make such deductions and (iii) the
Company shall timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.


 


(b)     Payment
of Other Taxes by the Company. 
Without limiting the provisions of subsection (a) above, the
Company shall timely pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.


 


(c)      Indemnification
by the Company.  The Company shall
indemnify the Administrative Agent, each Lender and the L/C Issuer, within 10
days after demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) paid by the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, and
any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other 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 Company by a Lender or the
L/C Issuer (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be
conclusive absent manifest error.


 


(d)     Evidence
of Payments.  As soon as practicable
after any payment of Indemnified Taxes or Other Taxes by the Company to a
Governmental Authority, the Company 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.


 


(e)      Status
of Lenders.  Any Foreign Lender that
is entitled to an exemption from or reduction of withholding tax under the law
of the jurisdiction in which the Company is resident for tax purposes, or any
treaty to which such jurisdiction is a 


 


65

















 


party, with respect to payments hereunder or under any other Loan
Document shall deliver to the Company (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably requested
by the Company or the Administrative Agent, such properly completed and
executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by the
Company or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Company or the
Administrative Agent as will enable the Company or the Administrative Agent to
determine whether or not such Lender is subject to backup withholding or
information reporting requirements.


 


Without limiting the generality of the foregoing, if the Company is
resident for tax purposes in the United States, any Foreign Lender shall
deliver to the Company 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 Credit Agreement (and from time to
time thereafter upon the request of the Company or the Administrative Agent,
but only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:


 


(i)      duly completed copies of Internal Revenue
Service Form W-8BEN claiming eligibility for benefits of an income tax
treaty to which the United States is a party,


 


(ii)     duly completed copies of Internal Revenue
Service Form W-8ECI,


 


(iii)    in the case of a Foreign Lender claiming the
benefits of the exemption for portfolio interest under section 881(c) of
the Code, (A) a certificate to the effect that such Foreign Lender is not (1) a
“bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10
percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of
the Code, or (3) a “controlled foreign corporation” described in section
881(c)(3)(C) of the Code and (B) duly completed copies of  Internal Revenue Service Form W-8BEN, or


 


(iv)    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 Company to determine the
withholding or deduction required to be made.


 


(f)      Treatment
of Certain Refunds.  If the
Administrative Agent, any Lender or the L/C Issuer determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Company or with respect to which the
Company has paid additional amounts pursuant to this Section, it shall pay to
the Company an amount equal to such refund (but only to the extent of indemnity
payments made, or additional amounts paid, by the Company under this Section with
respect to the Taxes or Other Taxes giving rise to such refund), net of all


 


66
















 


out-of-pocket expenses of the Administrative Agent, such Lender or the
L/C Issuer, as the case may be, and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund), provided
that the Company, upon the request of the Administrative Agent, such Lender or
the L/C Issuer, agrees to repay the amount paid over to the Company (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the L/C Issuer if the
Administrative Agent, such Lender or the L/C Issuer is required to repay such
refund to such Governmental Authority. 
This subsection shall not be construed to require the Administrative Agent,
any Lender or the L/C Issuer to make available its tax returns (or any other
information relating to its taxes that it deems confidential) to the Company or
any other Person.


 


Section 3.02           Illegality.  If any Lender determines that any Law has
made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or
fund Eurodollar Rate Loans, or to determine or charge interest rates based upon
the Eurodollar Rate, or any Governmental Authority has imposed material
restrictions on the authority of such Lender to purchase or sell, or to take
deposits of, Dollars in the London interbank market, then, on notice thereof by
such Lender to the Company through the Administrative Agent, any obligation of
such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate
Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies
the Administrative Agent and the Company that the circumstances giving rise to
such determination no longer exist.  Upon
receipt of such notice, the Company shall, upon demand from such Lender (with a
copy to the Administrative Agent), prepay or, if applicable, convert all
Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day
of the Interest Period therefor, if such Lender may lawfully continue to
maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender
may not lawfully continue to maintain such Eurodollar Rate Loans.  Upon any such prepayment or conversion, the
Company shall also pay accrued interest on the amount so prepaid or converted.


 


Section 3.03           Inability
to Determine Rates.  If the Required
Lenders determine that for any reason in connection with any request for a
Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar
deposits are not being offered to banks in the London interbank eurodollar
market for the applicable amount and Interest Period of such Eurodollar Rate
Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar
Base Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan, or (c) the Eurodollar Base Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan does not
adequately and fairly reflect the cost to such Lenders of funding such Loan,
the Administrative Agent will promptly so notify the Company and each
Lender.  Thereafter, the obligation of
the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until
the Administrative Agent (upon the instruction of the Required Lenders) revokes
such notice.  Upon receipt of such
notice, the Company may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurodollar Rate Loans or, failing that, will
be deemed to have converted such request into a request for a Committed
Borrowing of Base Rate Loans in the amount specified therein.


 


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Section 3.04           Increased
Costs; Reserves on Eurodollar Rate Loans. 
(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 credit
extended or participated in by, any Lender (except any reserve requirement
reflected in the Eurodollar Rate contemplated by Section 3.04(e))
or the L/C Issuer;


 


(ii)     subject any Lender or the L/C Issuer to any
tax of any kind whatsoever with respect to this Credit Agreement, any Letter of
Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan
made by it, or change the basis of taxation of payments to such Lender or the
L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes
covered by Section 3.01 and the imposition of, or any change in the
rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or


 


(iii)    impose on any Lender or the L/C Issuer or
the London interbank market any other condition, cost or expense affecting this
Credit Agreement or Eurodollar Rate 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 of making or maintaining any Eurodollar Rate Loan (or of
maintaining its obligation to make any such Loan), or to increase the cost to
such Lender or the L/C Issuer 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 or the L/C Issuer hereunder (whether of principal,
interest or any other amount) then, upon request of such Lender or the L/C
Issuer, the Company will pay to such Lender or the L/C Issuer, as the case may
be, such additional amount or amounts as will compensate such Lender or the L/C
Issuer, as the case may be, for such additional costs incurred or reduction
suffered.


 


(b)     Capital
Requirements.  If any Lender or the
L/C Issuer determines that any Change in Law affecting such Lender or the L/C
Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s
holding company, if any, regarding capital requirements has or would have the
effect of reducing the rate of return on such Lender’s or the L/C Issuer’s
capital or on the capital of such Lender’s or the L/C Issuer’s holding company,
if any, as a consequence of this Credit Agreement, the Commitments of such
Lender or the Loans made by, or participations in Letters of Credit held by,
such Lender, or the Letters of Credit issued by the L/C Issuer, to a level
below that which such Lender or the L/C Issuer or such Lender’s or the L/C
Issuer’s holding company could have achieved but for such Change in Law (taking
into consideration such Lender’s or the L/C Issuer’s policies and the policies
of such Lender’s or the L/C Issuer’s holding company with respect to capital
adequacy), then from time to time the Company will pay to such Lender or the
L/C Issuer, as the case may be, such additional amount or amounts 


 


68

















 


as will compensate such Lender or the L/C Issuer or such Lender’s or
the L/C Issuer’s holding company for any such reduction suffered.


 


(c)      Certificates
for Reimbursement.  A certificate of
a Lender or the L/C Issuer setting forth the amount or amounts necessary to
compensate such Lender or the L/C Issuer or its holding company, as the case
may be, as specified in subsection (a) or (b) of this Section and
delivered to the Company shall be conclusive absent manifest error.  The Company shall pay such Lender or the L/C
Issuer, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.


 


(d)     Delay
in Requests.  Failure or delay on the
part of any Lender or the L/C Issuer to demand compensation pursuant to the
foregoing provisions of this Section shall not constitute a waiver of such
Lender’s or the L/C Issuer’s right to demand such compensation, provided
that the Company shall not be required to compensate a Lender or the L/C Issuer
pursuant to the foregoing provisions of this Section for any increased
costs incurred or reductions suffered more than nine months prior to the date
that such Lender or the L/C Issuer, as the case may be, notifies the Company of
the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or the L/C Issuer’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 nine-month period referred to above shall be extended to
include the period of retroactive effect thereof).


 


(e)      Reserves
on Eurodollar Rate Loans.  The
Company shall pay to each Lender, as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each
Eurodollar Rate Loan equal to the actual costs of such reserves allocated to
such Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive), which shall be due and payable on each date
on which interest is payable on such Loan, provided the Company shall have
received at least 10 days’ prior notice (with a copy to the Administrative
Agent) of such additional interest from such Lender.  If a Lender fails to give notice 10 days
prior to the relevant Interest Payment Date, such additional interest shall be
due and payable 10 days from receipt of such notice.


 


Section 3.05           Compensation
for Losses.  Upon demand of any
Lender (with a copy to the Administrative Agent) from time to time, the Company
shall promptly compensate such Lender for and hold such Lender harmless from
any loss, cost or expense incurred by it as a result of:


 


(a)      any
continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);


 


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(b)     any
failure by the Company (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base
Rate Loan on the date or in the amount notified by the Company; or


 


(c)      any
assignment of a Eurodollar Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Company pursuant to Section 10.12;


 


including any loss of anticipated profits and any loss or expense
arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which
such funds were obtained.  The Company
shall also pay any customary administrative fees charged by such Lender in
connection with the foregoing.


 


For purposes of calculating amounts payable by the Company to the
Lenders under this Section 3.05, each Lender shall be deemed to
have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate
used in determining the Eurodollar Rate for such Loan by a matching deposit or
other borrowing in the London interbank eurodollar market for a comparable
amount and for a comparable period, whether or not such Eurodollar Rate Loan
was in fact so funded.


 


Section 3.06           Mitigation
Obligations; Replacement of Lenders. 
(a)  Designation of a Different
Lending Office.  If any Lender
requests compensation under Section 3.04, or the Company is required to
pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 3.01, or if any Lender
gives a notice pursuant to Section 3.02, then such Lender shall use
reasonable efforts to designate a different Lending Office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 3.01 or Section 3.04,
as the case may be, in the future, or eliminate the need for the notice
pursuant to Section 3.02, as applicable, and (ii) in each
case, would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender.  The Company hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.


 


(b)     Replacement
of Lenders.  If any Lender requests
compensation under Section 3.04, or if the Company is required to
pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 3.01, or if any Lender
gives a notice pursuant to Section 3.02, the Company may replace
such Lender in accordance with Section 10.12.


 


Section 3.07           Survival.  All of the Company’s obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.


 


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ARTICLE IV


 


GUARANTY


 


Section 4.01           Guaranty.  Each of the Guarantors hereby, jointly and
severally, absolutely and unconditionally guarantees, as a guaranty of payment
and performance and not merely as a guaranty of collection, prompt payment when
due, whether at stated maturity, by required prepayment, upon acceleration,
demand or otherwise, and at all times thereafter, of any and all of the
Obligations, whether for principal, interest, premiums, fees, indemnities,
damages, costs, expenses or otherwise, of the Company to the Secured Parties,
arising hereunder and under the other Loan Documents (including all renewals,
extensions, amendments, refinancings and other modifications thereof and all
costs, attorneys’ fees and expenses incurred by the Secured Parties in
connection with the collection or enforcement thereof).  The Administrative Agent’s books and records
showing the amount of the Obligations shall be admissible in evidence in any
action or proceeding, and shall be binding upon each Guarantor, and conclusive
for the purpose of establishing the amount of the Obligations, absent manifest
error.  This Guaranty shall not be
affected by the genuineness, validity, regularity or enforceability of the
Obligations or any instrument or agreement evidencing any Obligations, or by
the existence, validity, enforceability, perfection, non-perfection or extent
of any collateral therefor, or by any fact or circumstance relating to the
Obligations which might otherwise constitute a defense to the obligations of
any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives
any defenses it may now have or hereafter acquire in any way relating to any or
all of the foregoing.


 


Section 4.02           Rights
of Lenders.  Each Guarantor consents
and agrees that the Secured Parties may, at any time and from time to time,
without notice or demand, and without affecting the enforceability or
continuing effectiveness hereof:  (a)
amend, extend, renew, compromise, discharge, accelerate or otherwise change the
time for payment or the terms of the Obligations or any part thereof; (b) take,
hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise
dispose of any security for the payment of this Guaranty or any Obligations;
(c) apply such security and direct the order or manner of sale thereof as the
Administrative Agent, the L/C Issuer and the Lenders in their sole discretion
may determine; and (d) release or substitute one or more of any endorsers or
other guarantors of any of the Obligations. 
Without limiting the generality of the foregoing, each Guarantor
consents to the taking of, or failure to take, any action which might in any
manner or to any extent vary the risks of such Guarantor under this Guaranty or
which, but for this provision, might operate as a discharge of such Guarantor.


 


Section 4.03           Certain
Waivers.  Each Guarantor waives (a)
any defense arising by reason of any disability, change in corporate existence
or structure or other defense of the Company or any other Guarantor, or the
cessation from any cause whatsoever (including any act or omission of any
Secured Party) of the liability of the Company or any other Guarantor; (b) any
defense based on any claim that such Guarantor’s obligations exceed or are more
burdensome than those of the Company or any other Guarantor; (c) the benefit of
any statute of limitations affecting such Guarantor’s liability 


 


71

















 


hereunder; (d) any right to proceed against the
Company, proceed against or exhaust any security for the Obligations, or pursue
any other remedy in the power of any Secured Party whatsoever; (e) any
benefit of and any right to participate in any security now or hereafter held
by any Secured Party; and (f) to the fullest extent permitted by law, any
and all other defenses or benefits that may be derived from or afforded by
applicable law limiting the liability of or exonerating guarantors or
sureties.  Each Guarantor expressly
waives all setoffs and counterclaims and all presentments, demands for payment
or performance, notices of nonpayment or nonperformance, protests, notices of
protest, notices of dishonor and all other notices or demands of any kind or
nature whatsoever with respect to the Obligations, and all notices of
acceptance of this Guaranty or of the existence, creation or incurrence of new
or additional Obligations.


 


Section 4.04           Obligations
Independent.  The obligations of each
Guarantor hereunder are those of primary obligor, and not merely as surety, and
are independent of the Obligations and the obligations of any other Guarantor,
and a separate action may be brought against such Guarantor to enforce this
Guaranty whether or not the Company or any other person or entity is joined as
a party.


 


Section 4.05           Subrogation
..  Each Guarantor shall not exercise any
right of subrogation, contribution, indemnity, reimbursement or similar rights
with respect to any payments it makes under this Guaranty until all of the
Obligations and any amounts payable under this Guaranty have been indefeasibly
paid and performed in full and the Commitments and the Facilities are
terminated.  If any amounts are paid to
any Guarantor in violation of the foregoing limitation, then such amounts shall
be held in trust for the benefit of the Secured Parties and shall forthwith be
paid to the Secured Parties to reduce the amount of the Obligations, whether
matured or unmatured.


 


Section 4.06           Termination; Reinstatement
..  This Guaranty is a continuing and
irrevocable guaranty of all Obligations now or hereafter existing and shall
remain in full force and effect until all Obligations and any other amounts
payable under this Guaranty are indefeasibly paid in full in cash and the
Commitments and the Facilities with respect to the Obligations are
terminated.  Notwithstanding the
foregoing, this Guaranty shall continue in full force and effect or be revived,
as the case may be, if any payment by or on behalf of the Company or any
Guarantor is made, or any of the Secured Parties exercises its right of setoff,
in respect of the Obligations and such payment or the proceeds of such setoff
or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by any of the Secured Parties in their discretion) to be repaid to
a trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Laws or otherwise, all as if such payment had not been made
or such setoff had not occurred and whether or not the Secured Parties are in
possession of or have released this Guaranty and regardless of any prior
revocation, rescission, termination or reduction.  The obligations of each Guarantor under this
paragraph shall survive termination of this Guaranty.


 


Section 4.07           Subordination.  Each Guarantor hereby subordinates the
payment of all obligations and indebtedness of the Company owing to such
Guarantor, whether 


 


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now existing or hereafter arising, including but not limited to any
obligation of the Company to such Guarantor as subrogee of the Secured Parties
or resulting from such Guarantor’s performance under this Guaranty, to the
indefeasible payment in full in cash of all Obligations.  If the Secured Parties so request, any such
obligation or indebtedness of the Company to any Guarantor shall be enforced
and performance received by such Guarantor as trustee for the Secured Parties
and the proceeds thereof shall be paid over to the Secured Parties on account
of the Obligations, but without reducing or affecting in any manner the
liability of such Guarantor under this Guaranty.


 


Section 4.08           Stay
of Acceleration.  If acceleration of
the time for payment of any of the Obligations is stayed, in connection with
any case commenced by or against any Guarantor or the Company under any Debtor
Relief Laws, or otherwise, all such amounts shall nonetheless be payable by
such Guarantor immediately upon demand by the Secured Parties.


 


Section 4.09           Condition
of Company.  Each Guarantor
acknowledges and agrees that it has the sole responsibility for, and has
adequate means of, obtaining from the Company and any other Guarantor such
information concerning the financial condition, business and operations of the
Company and any such other Guarantor as such Guarantor requires, and that none
of the Secured Parties has any duty, and such Guarantor is not relying on the
Secured Parties at any time, to disclose to such Guarantor any information
relating to the business, operations or financial condition of the Company or
any other Guarantor (such Guarantor waiving any duty on the part of the Secured
Parties to disclose such information and any defense relating to the failure to
provide the same).


 


Section 4.10           Limitation
on Guaranty.  It is the intention of
the Guarantors, the Lenders and the Company that the obligations of each
Guarantor hereunder shall be in, but not in excess of, the maximum amount
permitted by applicable law.  To that
end, but only to the extent such obligations would otherwise be avoidable, the
obligations of each Guarantor hereunder shall be limited to the maximum amount
that, after giving effect to the incurrence thereof, would not render such Guarantor
insolvent or unable to make payments in respect of any of its indebtedness as
such indebtedness matures or leave such Guarantor with an unreasonably small
capital.  The need for any such
limitation shall be determined, and any such needed limitation shall be
effective, at the time or times that such Guarantor is deemed, under applicable
law, to incur the Obligations hereunder. 
Any such limitation shall be apportioned amongst the Obligations pro
rata in accordance with the respective amounts thereof.  This paragraph is intended solely to preserve
the rights of the Lenders under this Credit Agreement to the maximum extent
permitted by applicable law, and neither the Guarantors, the Company nor any
other Person shall have any right under this paragraph that it would not
otherwise have under applicable law.  The
Company and each Guarantor agree not to commence any proceeding or action
seeking to limit the amount of the obligation of such Guarantor under this Article IV
by reason of this paragraph.  For the
purposes of this paragraph, “insolvency”, “unreasonably small capital” and “unable
to make payments in respect of any of its indebtedness as such indebtedness
matures” shall be determined in accordance with applicable law.


 


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ARTICLE V


 


CONDITIONS PRECEDENT


 


Section 5.01           Conditions
of Initial Credit Extension.  The
obligation of the L/C Issuer and each Lender to make the initial Credit
Extension hereunder is subject to the satisfaction of the following conditions
precedent on or prior to the date of such initial Credit Extension:


 


(a)      Execution
of Loan Documents and Notes.  The
Administrative Agent’s receipt of the following, each of which shall be
originals or telecopies (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan
Party, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent and each of the Lenders:


 


(i)  this Credit
Agreement duly executed and delivered by each of the Company, the Restricted
Subsidiaries, the Lenders, the L/C Issuer and the Administrative Agent;


 


(ii) a Note executed by the Company in favor of
each Lender requesting a Note; and


 


(iii) the Pledge Agreement duly executed and
delivered by each Loan Party and the Administrative Agent, together with:


 


(A)          certificates representing the Pledged
Equity Interests referred to therein accompanied by undated stock powers
executed in blank,


 


(B)           proper UCC-1 Financing Statements in
form appropriate for filing under the Uniform Commercial Code of all
jurisdictions that the Administrative Agent may deem necessary in order to
perfect the Liens created under the Pledge Agreement, covering the Collateral
described in the Pledge Agreement, and


 


(C)           evidence that all other action that
the Administrative Agent may deem necessary in order to perfect the Liens
created under the Pledge Agreement has been taken (including receipt of duly
executed payoff letters and UCC-3 termination statements);


 


(b)     Signatures.  Each of the Company and the Restricted
Subsidiaries shall have certified to the Administrative Agent (with copies to
be provided for each Lender) the name and signature of each of the persons
authorized (i) to sign on its respective behalf this Credit Agreement and
each of the other Loan Documents to which it is a party and (ii) in the
case of the Company, to borrow under this Credit Agreement.  The Lenders may conclusively rely on such
certifications until they receive notice in 


 


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writing from the Company or such Restricted Subsidiary, as the case may
be, to the contrary.


 


(c)      Proof
of Action.  The Administrative Agent
shall have received certified copies of all necessary action taken by each of
the Company and the Restricted Subsidiaries to authorize the execution,
delivery and performance of each Loan Document to which it is a party.


 


(d)     Opinions
of Counsel to the Company and the Restricted Subsidiaries.  The Lenders shall have received favorable
opinions of:


 


(i)      Victoria
D. Salhus, Esq., Senior Vice President, Deputy General Counsel and
Secretary for the Company and the Restricted Subsidiaries, substantially
in the form of Exhibit E hereto;


 


(ii)     Sullivan & Cromwell LLP, special
New York counsel to the Company and the Restricted Subsidiaries, substantially
in the form of Exhibit F-1 hereto; and


 


(iii)    Schenck,
Price, Smith & King, LLP, special New Jersey counsel to the
Company and the Restricted Subsidiaries, substantially in the form of Exhibit F-2
hereto;


 


(iv)    Mintz Levin Cohn Ferris Glovsky and Popeo
P.C., special FCC counsel to the Company and the Restricted Subsidiaries, substantially
in the form of Exhibit F-3 hereto;


 


and covering such other
matters as any Lender or Lenders or special New York counsel to the
Administrative Agent, Pillsbury Winthrop Shaw Pittman LLP, may reasonably
request (and for purposes of such opinions such counsel may rely upon opinions
of counsel in other jurisdictions, provided that such other counsel are
satisfactory to special counsel to the Administrative Agent and such other
opinions state that the Lenders are entitled to rely thereon).


 


(e)      Opinion
of Lenders’ Counsel.  Each Lender
shall have received a favorable opinion of Pillsbury Winthrop Shaw Pittman LLP,
special New York counsel to the Administrative Agent, substantially in the form
of Exhibit G hereto and covering such other matters as any Lender
or Lenders may reasonably request.


 


(f)      Compliance
Certificate.  The Lenders shall have
received a Compliance Certificate showing that, after giving effect to this
Credit Agreement and the Indebtedness contemplated to be incurred by the
Company on the Closing Date and the use of proceeds thereof, the Company is in
compliance with the provisions of this Credit Agreement on a pro forma basis as
of the Closing Date.


 


(g)     Other
Documents.  Such other documents,
filings, instruments and papers relating to the documents referred to herein
and the transactions contemplated 


 


75

















 


hereby as any Lender or special counsel to the Administrative Agent
shall reasonably require shall have been received by the Administrative Agent.


 


(h)     Certain
Fees.  All fees required to be paid
to the Administrative Agent, the Joint Lead Arrangers, the Initial Lenders and
the other Lenders on or before the Closing Date shall have been paid.  Unless waived by the Administrative Agent,
the Company shall have paid all fees, charges and disbursements of counsel to
the Administrative Agent to the extent properly invoiced prior to or on the
Closing 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 Company and the Administrative Agent).


 


(i)       Regulatory
Approvals.  The Company shall have
obtained the approvals of any regulatory authority set forth on Schedule
6.03 hereto required with respect to this Credit Agreement (other than as
specified in Schedule 6.03).


 


(j)       Financial
Statements.  The Lenders shall have
received the unaudited consolidated balance sheet of the Company and its
Restricted Subsidiaries as at September 30, 2005, and the related
consolidated statements of operations and stockholders’ equity (deficiency) for
the three month period ended on said date.


 


(k)      Debt
Ratings.  The Facilities shall have
received a debt rating from Moody’s and S&P.


 


(l)       Existing Credit Agreement.  The Lenders shall have received satisfactory
evidence that the Existing Credit Agreement has been, or concurrently
with the Closing Date is being, terminated and all Liens securing obligations
under the Existing Credit Agreement have been, or concurrently with the Closing
Date are being, released.


 


(m)     TKR Agreement.  The
Administrative Agent shall have received evidence reasonably satisfactory to it
that all of the unpaid amounts owed in respect of the TKR Loans have been
converted to equity in TKR and that the TKR Agreement has been cancelled.


 


(n)     Existing
Letters of Credit.  The
Administrative Agent shall have received a copy of each of the Existing Letter
of Credit.


 


Without limiting the
generality of the provisions of Section 9.04, for purposes of
determining compliance with the conditions specified in this Section 5.01,
each Lender that has signed this Credit 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 Closing Date
specifying its objection thereto.


 


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Section 5.02                                Conditions
to all Credit Extensions.  The
obligation of the L/C Issuer and each Lender to make each Credit Extension
hereunder (which shall not include any conversion or continuation of any
outstanding Loan) is subject to the additional conditions precedent that:


 


(a) no Default or Event of Default shall have occurred and be
continuing or would result from such proposed Credit Extension or from the
application of proceeds thereof;


 


(b) the representations and warranties of the Company and each
other Loan Party in Article VI hereof or any other Loan Document,
or which are contained in any document furnished at any time under or in
connection herewith or therewith, shall be true and correct, in all material
respects, on and as of the date of the making of, and after giving effect to,
such Credit Extension with the same force and effect as if made on and as of
such date, except to the extent that such representations and warranties
expressly relate to an earlier date, in which case they shall be true and
correct, in all material respects, as of such earlier date, and except that for
purposes of this Section 5.02, the representations and warranties
contained in Section 6.04(a) and (b) shall be
deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and
(b), respectively;


 


(c) to the extent requested by the Administrative Agent or any
Lender, a senior executive of the Company shall have certified compliance with
clauses (a) and (b) above to the Administrative Agent;


 


(d)  the Administrative Agent and, if applicable, the L/C Issuer
shall have received a Request for Credit Extension in accordance with the
requirements hereof; and


 


(e)  the Administrative Agent shall have received such other
approvals, opinions or documents as any Lender through the Administrative Agent
may reasonably request.


 


The
Company shall be deemed to have made a representation and warranty hereunder as
of the time of each Credit Extension hereunder that the conditions specified in
such clauses have been fulfilled as of such time.


 


ARTICLE VI


 


REPRESENTATIONS AND WARRANTIES


 


Each
Loan Party represents and warrants to the Administrative Agent and the Lenders
as follows:


 


Section 6.01                                Existence,
Qualification and Power.  Each Loan
Party is a limited or general partnership, limited liability company or
corporation duly organized, validly existing and in good standing under the
Laws of its jurisdiction of organization and is duly qualified to transact
business and is in good standing in all jurisdictions in which such
qualification is necessary in view of the properties and assets owned and
presently intended to be owned and the business transacted and presently
intended to be transacted


 


77

















 


by it except for qualifications the lack of which,
singly or in the aggregate, have not had and are not likely to have a
Materially Adverse Effect, and each of the Company and the Restricted
Subsidiaries has full power, authority and legal right to perform its
obligations under this Credit Agreement, the Notes and the other Loan Documents
to which it is a party.


 


Section 6.02                                Subsidiaries;
Affiliates; Loan Parties.  Schedules 1.01(i) and
1.01(ii) contain a complete and correct list, as at the Agreement
Date and the Closing Date, of all Restricted Subsidiaries and Unrestricted
Subsidiaries of the Company, respectively, and a description of the legal
nature of such Subsidiaries (including, with respect to each Restricted
Subsidiary, the address of its principal place of business and its U.S.
taxpayer identification number), the nature of the ownership interests (shares
of stock or general or limited partnership or other interests) in such
Subsidiaries and the holders of such interests and, except as disclosed to the
Lenders in writing prior to the Agreement Date, the Company and each of its
Subsidiaries owns all of the ownership interests of its Subsidiaries indicated
in such Schedules as being owned by the Company or such Subsidiary, as the case
may be, free and clear of all Liens except those created under the Collateral
Documents, and all such ownership interests are validly issued and, in the case
of shares of stock, fully paid and non-assessable.  Schedule 6.02 hereto contains a
complete and correct list, as at the Agreement Date and the Closing Date, of
all Affiliates of the Company which are not Subsidiaries of the Company, the
nature of the respective ownership interests in each such Affiliate, and the
holder of each such interest.


 


Section 6.03                                Authority;
No Conflict.  The execution, delivery
and performance by each of the Company and the Restricted Subsidiaries of each
Loan Document to which it is a party, and each Credit Extension hereunder, have
been duly authorized by all necessary corporate or other organizational action
and do not and will not:  (a) subject
to the consummation of the action described in Section 6.12 hereof,
violate any Law currently in effect (other than violations that, singly or in
the aggregate, have not had and are not likely to have a Materially Adverse
Effect), or any provision of any of the Company’s or the Restricted
Subsidiaries’ respective partnership agreements, charters or by-laws presently
in effect; (b) conflict with or result in the breach of, or constitute a
default or require any consent (except for the consents described on Schedule
6.03 hereto, each of which has been duly obtained) under, or require any
payment to be made under (i) any Contractual Obligation to which the
Company or any of the Restricted Subsidiaries is a party or their respective
properties may be bound or affected or (ii) any order, injunction, writ or
decree of any Governmental Authority or any arbitral award to which the Company
or any of the Restricted Subsidiaries or their respective properties are
subject (in each case, other than any conflict, breach, default or required
consent that, singly or in the aggregate, have not had and are not likely to
have a Materially Adverse Effect); or (c) except as provided under any
Loan Document, result in, or require, the creation or imposition of any Lien
upon or with respect to any of the properties or assets now owned or hereafter
acquired by the Company or any of the Restricted Subsidiaries.


 


Section 6.04                                Financial
Condition.  The Company has furnished
to each Lender:


 


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(a)                 The
consolidated balance sheet of the Company and its consolidated Subsidiaries as
at December 31, 2004, and the related consolidated statements of
operations and stockholders’ deficiency for the fiscal year ended on said date,
as included in the Company’s Form 10-K dated December 31, 2004 and as
amended on Form 8-K dated June 3, 2005, said financial statements
having been certified by an independent Registered Public Accounting Firm of
nationally recognized standing reasonably acceptable to the Required Lenders;
and


 


(b)                The
unaudited consolidated balance sheets of the Company and its consolidated
Subsidiaries as at September 30, 2005, and the related consolidated
statements of operations for the quarter and nine months then ended as included
in the Company’s Form 10-Q dated September 30, 2005.


 


All
financial statements referred to above (i) are complete and correct in all
material respects (subject, in the case of the unaudited financial statements
referred to above, to year-end and audit adjustments), (ii) were prepared
in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein, and (iii) and fairly
present the financial condition of the respective entity or groups of entities
which is or are the subject of such financial statements (as stated above), on
a consolidated basis, as at the respective dates of the balance sheets included
in such financial statements and the results of operations of such entity or
groups of entities for the respective periods ended on said dates.


 


(c)                 The
unaudited consolidated balance sheet of the Company and its consolidated
Restricted Subsidiaries as at September 30, 2005, and the related
consolidated statement of operations for the nine months then ended.


 


All
financial statements referred to in (c) above (i) are complete and
correct in all material respects (subject to year-end and audit adjustments)
except that said financial statements do not include a statement of cash flows
or the accompanying notes to said consolidated financial statements, (ii) were
prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted in (i) above, and (iii) fairly
present the financial condition of the respective entity or groups of entities
which is or are the subject of such financial statements (as stated above), on
a consolidated basis, as at the date of the balance sheet included in such
financial statements and the results of operations of such entity or groups of
entities for the period ended on said dates.


 


None
of the Company and its Restricted Subsidiaries had on any of said dates any
material contingent liabilities, liabilities for Taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from any unfavorable
commitments or operations which are substantial in amount, except as referred
to or reflected or provided for in said financial statements of the Company and
its consolidated Subsidiaries as at said respective dates or as disclosed to
the Lenders in writing prior to the Agreement Date.  Except as disclosed to the Lenders in writing
prior to the Agreement Date, since September 30, 2005, there has been no
material adverse change in the financial condition (from that shown by the
respective balance sheets as at September 30, 2005 included in


 


79

















 


said financial statements) or the businesses or
operations of the Company and the Restricted Subsidiaries taken as a whole on a  pro forma combined basis (after giving effect to the
Indebtedness contemplated to be incurred on the Closing Date and the use of
proceeds thereof).


 


Section 6.05                                Litigation,
Compliance with Laws.  Except as
disclosed to the Lenders on Schedule 6.05, there are no actions, suits,
proceedings, claims or disputes pending, or to the knowledge of the Company or
any Restricted Subsidiary threatened, against the Company or any Restricted
Subsidiary or any of their respective properties or assets, before any court or
arbitrator or by or before any Governmental Authority that, singly or in the
aggregate, could reasonably be expected to have a Materially Adverse
Effect.  Neither the Company nor any
Restricted Subsidiary is in default under or in violation of or with respect to
any Laws or any writ, injunction or decree of any court, arbitrator or
Governmental Authority, or any Franchise, except for minor defaults which, if
continued unremedied, are not likely to have a Materially Adverse Effect.


 


Section 6.06                                Titles
and Liens.  Except as set forth on Schedule
7.14, each of the Company and the Restricted Subsidiaries has good title to
its properties and assets, free and clear of all Liens except those permitted
by Section 7.14 hereof.


 


Section 6.07                                Regulation
U; Investment Company Act.  (a) 
None of the proceeds of any of the Credit Extensions shall be used to purchase
or carry, or to reduce or retire or refinance any credit incurred to purchase
or carry, any Margin Stock or to extend credit to others for the purpose of
purchasing or carrying any Margin Stock, except that up to $10,000,000 in the
aggregate of such proceeds may be used for such purposes, provided that
both at the time of such use and thereafter compliance with Regulation U is
maintained.  If requested by any Lender,
the Company will furnish to the Lenders statements in conformity with the
requirements of Regulation U.


 


(b)  None of the Company, any Person Controlling the Company, or
any Subsidiary is or is required to be registered as an “investment company”
under the Investment Company Act of 1940.


 


Section 6.08                                Taxes.  Each of the Company and the Restricted
Subsidiaries has filed all Federal, state and other material tax returns which
are required to be filed under any law applicable thereto except such returns
as to which the failure to file, singly or in the aggregate, has not had and
will not have a Materially Adverse Effect, and has paid, or made provision for
the payment of, all Taxes shown to be due pursuant to said returns or pursuant
to any assessment received by the Company or any of the Restricted
Subsidiaries, except such Taxes, if any, as are being contested in good faith
and as to which adequate reserves have been provided or as to which the failure
to pay, singly or in the aggregate, has not had and is not likely to have a
Materially Adverse Effect.


 


Section 6.09                                Other
Credit Agreements.  Schedule 7.12
(Existing Indebtedness), Schedule 7.13 (Existing Guarantees) and Schedule
7.14 (Existing Liens) contain complete and correct lists, as at January 31,
2006, of all credit agreements, indentures, purchase agreements, obligations in
respect of letters of credit, guarantees and other


 


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instruments presently in effect (including Capital
Lease Obligations) providing for, evidencing, securing or otherwise relating to
any Indebtedness of the Company and the Restricted Subsidiaries in a principal
or face amount equal to $1,000,000 or more and such lists correctly set forth
the names of the debtor or lessee and creditor or lessor with respect to the
Indebtedness outstanding or to be outstanding thereunder, the rate of interest
or rentals, a description of any security given or to be given therefor, and
the maturity or maturities or expiration date or dates thereof.


 


Section 6.10                                Full
Disclosure.  None of the financial
statements referred to in Section 6.04 hereof, the SEC Reports,
certificates or any other written statements delivered by or on behalf of the
Company or any Restricted Subsidiary to the Administrative Agent or any Lender
contains, as at the Agreement Date and the Closing Date, any untrue statement
of a material fact nor do such financial statements, the SEC Reports,
certificates and such other written statements, taken as a whole, omit to state
a material fact necessary to make the statements contained therein not
misleading.


 


Section 6.11                                No
Default.  None of the Company and the
Restricted Subsidiaries is in default in the payment or performance or
observance of any Contractual Obligation, which default, either alone or in
conjunction with all other such defaults, has had or is likely to have a
Materially Adverse Effect.


 


Section 6.12                                Approval
of Regulatory Authorities.  Except as
set forth on Schedule 6.03 hereto, no approval or consent of, or filing
or registration with, any Governmental Authority is required in connection with
(a) the execution, delivery and performance by, or enforcement against,
the Company or any of the Restricted Subsidiaries of any Loan Document to which
it is a party, (b) the grant by the Company or any of the Restricted
Subsidiaries of the Liens granted by it pursuant to the Collateral Documents, (c) the
perfection or maintenance of the Liens created under the Collateral Documents
(including the first priority nature thereof) or (d) the exercise by the
Administrative Agent or any Lender of its rights under the Loan Documents or
the remedies in respect of the Collateral pursuant to the Collateral
Documents.  All approvals, consents,
filings, registrations or other actions described in Schedule 6.03 have
been duly obtained, taken, given or made and are in full force and effect
(other than as set forth in Schedule 6.03).


 


Section 6.13                                Binding
Agreements.  This Credit Agreement
constitutes, and each other Loan Document when executed and delivered will
constitute, the legal, valid and binding obligations of each of the Company and
the Restricted Subsidiaries which is a party thereto, enforceable in accordance
with their respective terms (except for limitations on enforceability under
bankruptcy, reorganization, insolvency and other similar laws affecting
creditors’ rights generally and limitations on the availability of the remedy
of specific performance imposed by the application of general equitable
principles).


 


Section 6.14                                Franchises.  Schedule 6.14 hereto contains a
complete and correct list, as at the Agreement Date and the Closing Date, of
all of the Franchises granted to the Company and the Restricted Subsidiaries,
in each case together with the expiration date


 


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thereof, or for which applications have been made, or
are planned to be made, by the Company or any Restricted Subsidiary.


 


Section 6.15                                Collective
Bargaining Agreements.  Except as
disclosed to the Lenders in writing prior to the Closing Date, there are no
collective bargaining agreements between the Company or the Restricted
Subsidiaries and any trade or labor union or other employee collective
bargaining agent.


 


Section 6.16                                Investments.  Schedule 6.16 hereto contains a
complete and correct list, as at December 31, 2005, of all Investments of
the Company and the Restricted Subsidiaries (other than any Investments in
other Restricted Subsidiaries) in excess of $50,000,000, showing the respective
amounts of each such Investment and the respective entity (or group thereof) in
which each such Investment has been made.


 


ARTICLE VII


 


COVENANTS OF THE


COMPANY AND THE RESTRICTED SUBSIDIARIES


 


From
the Agreement Date and so long as the Commitments of the Lenders shall be in
effect and until the payment in full of all Obligations hereunder, the
expiration or termination of all Letters of Credit and the performance of all
other Obligations of the Company under the Loan Documents, each of the Company
and the Restricted Subsidiaries agrees that, unless (x) in the case of a
Revolver/Term A Covenant, the Required Revolver/Term A Lenders and (y) in
the case of any other covenant, the Required Lenders, shall otherwise consent
in writing:


 


A.                                   Informational Covenants:


 


Section 7.01                                Financial
Statements and Other Information. 
The Company will deliver to the Administrative Agent and each Lender:


 


(a)                 As
soon as available and in any event within 60 days after the end of each of the
first three Quarters of each fiscal year of the Company:  (A) consolidated statements of
operations of the Company and its consolidated Subsidiaries, taken together,
and of the Company and the Restricted Subsidiaries, taken together, for such
Quarter and for the period from the beginning of such fiscal year to the end of
such Quarter and (B) the related consolidated balance sheets and
consolidated cash flow statements of the Company and its consolidated
Subsidiaries, taken together, and of the Company and the Restricted Subsidiaries,
taken together, as at the end of such Quarter (which financial statements
(other than statements of cash flows) shall set forth in comparative form the
corresponding figures as at the end of and for the corresponding Quarter in the
preceding fiscal year) all in reasonable detail and accompanied by a
certificate in the form of Exhibit D-1 hereto of a senior financial
executive of the Company certifying such financial statements as fairly
presenting the financial condition and results of operations of the respective
entities covered thereby in accordance with GAAP, excluding accompanying footnotes to the
consolidated financial statements and


 


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subject, however, to year-end and audit adjustments, which certificate
shall include a statement that the senior financial executive signing the same
has no knowledge, except as specifically stated, that any Default has occurred
and is continuing.


 


(b)                As
soon as available and in any event within 120 days after the end of each fiscal
year of the Company:  (A) consolidated
statements of operations of the Company and its consolidated Subsidiaries,
taken together, and of the Company and the Restricted Subsidiaries, taken
together, for such fiscal year and (B) the related consolidated balance
sheets and cash flow statements of the Company and its consolidated
Subsidiaries, taken together, and of the Company and the Restricted
Subsidiaries, taken together, as at the end of such fiscal year (which
financial statements (other than cash flow statements) shall set forth in
comparative form the corresponding figures as at the end of and for the
preceding fiscal year), all in reasonable detail and prepared in accordance
with GAAP and accompanied by (x) an opinion of a Registered Public
Accounting Firm of nationally recognized standing selected by the Company and
reasonably acceptable to the Required Lenders as to said consolidated financial statements of the Company and its
consolidated Subsidiaries and a certificate of such accountants stating
that, in making the examination necessary for said opinion, they obtained no
knowledge, except as specifically stated, of any failure by the Company or any
Restricted Subsidiaries to perform or observe any of its covenants relating to
financial matters in this Credit Agreement, (y) an attestation report of
such Registered Public Accounting Firm as to the Company’s internal controls
pursuant to Section 404 of Sarbanes-Oxley, and (z) a certificate in
the form of Exhibit D-2 hereto of a senior financial executive of
the Company stating that such financial statements are correct and complete and
fairly present the financial condition and results of operations of the
respective entities covered thereby as at the end of and for such fiscal year
and that the executive signing the same has no knowledge, except as
specifically stated, that any Default has occurred and is continuing. Notwithstanding anything to the contrary
herein, the Company shall not be required to deliver to the Administrative
Agent, with respect to the fiscal year ending on December 31, 2005, (i) any
cash flow statement of the Company and the Restricted Subsidiaries, taken
together, for such fiscal year, provided that the cash flow statement of the
Company and the Restricted Subsidiaries, taken together, for the fiscal year
ending on December 31, 2006 required to be delivered by the Company
pursuant to this Section 7.01(b) shall set forth in
comparative form the corresponding figures as at the end of and for the
preceding fiscal year and (ii) the certificate from the accountants
referred to in clause (x) above for such fiscal year.


 


(c)                 Promptly
after their becoming available, copies of all financial statements and reports
which the Parent Corp., the Company or any Restricted Subsidiary shall have
sent its shareholders generally (other than tax returns unless specifically
requested under Section 7.01(g)), copies of financial statements
and reports which the Company shall have sent to the holders of any Permitted
Debt or any Indebtedness specified in Schedule 7.12, to the extent such
statements and reports contain information relating to the designation of the
Company’s Subsidiaries as “restricted subsidiaries” under the Debt Instruments
governing any such Indebtedness, and to the calculation of financial ratios
thereunder and copies of all regular and periodic reports, if any, which the 


 


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Parent Corp., the Company or any Restricted Subsidiary shall have filed
with the SEC, or any governmental agency substituted therefor, or with any
national securities exchange.


 


(d)                Concurrently
with the delivery of the financial statements referred to in Section 7.01(a) and
(b), a Compliance Certificate, duly completed (including the subscriber
information required to be set forth therein) signed by the chief executive officer, chief financial officer,
treasurer or controller of the Company.


 


(e)                 Promptly,
notice of the termination, cancellation, nonrenewal or other loss of any
Franchise for a cable television system or systems that has had or is likely to
have, either alone or in conjunction with all other such losses, a Materially
Adverse Effect.


 


(f)                   As
soon as possible and in any event within ten days after any senior executive of
the Company or any Restricted Subsidiary or of any general partner of any
Restricted Subsidiary shall have obtained knowledge of the occurrence of a
Default, a statement describing such Default and the action which is proposed
to be taken with respect thereto.


 


(g)                From
time to time, with reasonable promptness, such further information regarding
the business, affairs and financial condition of the Company or any of the
Restricted Subsidiaries or any of their respective Affiliates or other
affiliates as the Administrative Agent or any Lender, through the
Administrative Agent, may reasonably request.


 


(h)                Concurrently
with the delivery of the financial statements referred to in Section 7.01(a) and
(b), a list of any new, or redesignation with respect to, Restricted
Subsidiaries and Unrestricted Subsidiaries.


 


(i)                    Prior
to the making of any Special Dividend by the Company, a Solvency Certificate
showing that, after giving effect to such Special Dividend, the Company is
Solvent.


 


Documents
required to be delivered pursuant to Section 7.01(a), (b) or
(c) (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 Company posts such documents, or provides a link thereto on the Company’s
website on the Internet at the website address listed on Schedule 10.02;
or (ii) on which such documents are posted on the Company’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:  (A) the Company shall deliver paper
copies of such documents to the Administrative Agent or any Lender that
requests the Company to deliver such paper copies until a written request to
cease delivering paper copies is given by the Administrative Agent or such
Lender and (B) the Company shall notify the Administrative Agent, each
Lender (by telecopier or electronic mail) of the posting of any such documents
and provide to the Administrative Agent by electronic mail


 


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electronic versions (i.e., soft copies) of such
documents.  Notwithstanding anything
contained herein, in every instance the Company shall be required to provide
paper copies of the Compliance Certificates required by Section 7.01(d) 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 Company 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
Company hereby acknowledges that (a) the Administrative Agent and/or the
Joint Lead Arrangers will make available to the Lenders and the L/C Issuer
materials and/or information provided by or on behalf of the Company hereunder
(collectively, “Company Materials”) by posting the Company Materials on
IntraLinks or another similar electronic system (the “Platform”) and (b) certain
of the Lenders may be “public-side” Lenders (i.e., Lenders that do not
wish to receive material non-public information with respect to the Company or
its securities) (each, a “Public Lender”).  The Company hereby agrees that it will use
commercially reasonable efforts to identify that portion of the Company Materials
not otherwise publicly filed with the SEC that may be distributed to the Public
Lenders and that (w) all such Company Materials shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof; (x) by marking
Company Materials “PUBLIC,” the Company shall be deemed to have authorized the
Administrative Agent, the Joint Lead Arrangers, the L/C Issuer and Lenders to
treat such Company Materials as not containing any material non-public
information (although it may be sensitive and proprietary) with respect to the
Company or its securities for purposes of United States Federal and state
securities laws; (y) all Company 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 Joint Lead Arrangers
shall be entitled to treat any Company Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not designated “Public
Investor.”


 


B.                                     Affirmative Covenants:


 


Section 7.02                                Taxes
and Claims.  Each of the Company and
the Restricted Subsidiaries will pay and discharge all Taxes imposed upon it or
upon its income or profits, or upon any properties or assets belonging to it,
and all fees or other charges for Franchises and all other lawful claims which,
if unpaid, could be reasonably expected to become a Lien (other than Permitted
Liens) upon the property of the Company or any of the Restricted Subsidiaries
or result in the loss of a Franchise, provided that none of the Company
and the Restricted Subsidiaries shall be required to pay any such Tax, fee or
other claim as to which the Company and the Restricted Subsidiaries have a good
faith basis to believe is not due and owing and, to the extent then
appropriate, the payment thereof is being contested in good faith and by proper
proceedings, provided that it maintains adequate reserves in accordance with
GAAP with respect thereto.


 


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Section 7.03                                Insurance.  Each of the Company and the Restricted
Subsidiaries will maintain insurance issued by financially sound and reputable
insurance companies with respect to its properties and business in such amounts
and against such risks as is usually carried by owners of similar businesses
and properties in the same general areas in which the Company or such
Restricted Subsidiary operates.  The
Company will furnish to any Lender, upon the request of such Lender from time
to time, full information as to the insurance maintained in accordance with
this Section 7.03.


 


Section 7.04                                Maintenance
of Existence; Conduct of Business. 
Each of the Company and the Restricted Subsidiaries will preserve, renew
and maintain in full force and effect its legal existence and good standing
under the Laws of the jurisdiction of its organization, and all of its rights,
privileges, licenses and franchises (including Franchises), except (i) where
a failure to do so, singly or in the aggregate, is not likely to have a
Materially Adverse Effect or (ii) pursuant to a Permitted Restricted
Subsidiary Transaction.


 


Section 7.05                                Maintenance
of and Access to Properties.  Each of
the Company and the Restricted Subsidiaries will maintain, preserve and protect
its properties and assets necessary in its business in good working order and
condition, ordinary wear and tear excepted and except where a failure to do so,
singly or in the aggregate, is not likely to have a Materially Adverse Effect,
and will permit representatives of the respective Revolving Credit Lenders and
Term A Lenders to visit and inspect such properties, and to examine and make
extracts from its books and records, during normal business hours.


 


Section 7.06                                Compliance
with Applicable Laws.  Each of the
Company and the Restricted Subsidiaries will comply with the requirements of
all applicable Laws (including but not limited to Environmental Laws) and all
orders, writs, injunctions and decrees of any Governmental Authority a breach
of which is likely to have, singly or in the aggregate, a Materially Adverse
Effect, except where contested in good faith and by proper proceedings if it
maintains adequate reserves in accordance with GAAP with respect thereto.


 


Section 7.07                                Litigation.  Each of the Company and the Restricted
Subsidiaries will promptly give to the Administrative Agent notice in writing
(and the Administrative Agent will notify each Lender) of all actions, suits,
proceedings, claims or disputes before any courts, arbitrators or Governmental
Authority against it or, to its knowledge, otherwise affecting it or any of its
respective properties or assets, except actions, suits, proceedings, claims or
disputes which are not reasonably likely to, singly or in the aggregate, have a
Materially Adverse Effect.  Following the
initial notice of each such action, suit, proceeding, claim or dispute,
supplementary notices of all material developments in respect thereof shall be
given from time to time in like manner. 
The parties hereby acknowledge that the prompt notice required by this Section 7.07
shall be satisfied by public reporting of such actions, suits, proceedings,
claims or disputes by the Company with the SEC in a filing made pursuant to
Securities Laws.


 


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Section 7.08           Subsidiaries.  (a)  Unless Section 7.08(b) is
applicable, any New Subsidiary acquired or formed by the Company shall be
deemed an Unrestricted Subsidiary.


 


(b)     The
Company may designate, so long as no Default shall have occurred and be continuing
both before and after giving effect to such designation, any New Subsidiary as
a Restricted Subsidiary by giving a notice captioned “Designation of Restricted
Subsidiary” to the Administrative Agent promptly upon the acquisition or
formation of such New Subsidiary, such notice to specify whether such New
Subsidiary has been designated as a “restricted subsidiary” for purposes of any
Debt Instruments governing any Permitted Debt or any Indebtedness specified in Schedule
7.12.  Promptly upon such designation,
the Company will cause (by documentation satisfactory to the Required
Revolver/Term A Lenders) such New Restricted Subsidiary to undertake all of the
obligations of (i) a “Restricted Subsidiary” under this Credit Agreement, (ii) unless
such New Subsidiary is a Subsidiary of TKR, a “Guarantor” under this Credit
Agreement, and (iii) if applicable, a “Pledgor” under the Pledge
Agreement.  Each such New Restricted
Subsidiary shall thereafter be a “Restricted Subsidiary” and, if applicable, a “Guarantor”
for all purposes of this Credit Agreement and a “Pledgor” for all purposes of
the Pledge Agreement.


 


(c)      (i)  The Company may redesignate, so long as no
Default shall have occurred and be continuing both before and after giving
effect to such redesignation, any Restricted Subsidiary as an Unrestricted
Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by giving
a notice to the Administrative Agent captioned “Redesignation of Restricted
Subsidiary” or “Redesignation of Unrestricted Subsidiary”, as the case may
be.  In the case of any redesignation of
any Unrestricted Subsidiary as a Restricted Subsidiary, promptly upon such
redesignation, the Company will cause (by documentation satisfactory to the
Required Revolver/Term A Lenders) such New Restricted Subsidiary to undertake
all of the obligations of (A) a “Restricted Subsidiary” under this Credit
Agreement, (B) unless such New Subsidiary is a Subsidiary of TKR, a “Guarantor”
under this Credit Agreement, and (C) if applicable, a “Pledgor” under the
Pledge Agreement.  Each such New
Restricted Subsidiary shall thereafter be a “Restricted Subsidiary” and, if
applicable, a “Guarantor” for all purposes of this Credit Agreement and a “Pledgor”
for all purposes of the Pledge Agreement.


 


Section 7.09           Franchises.  The Restricted Subsidiaries will comply with
all of their obligations under their respective Franchises, except for failures
to comply which, singly or in the aggregate, are not likely to have a
Materially Adverse Effect.


 


Section 7.10           Use
of Proceeds.  Use the proceeds of the
Credit Extensions to (i) refinance certain existing Indebtedness of the
Company and its Subsidiaries, (ii) pay fees and expenses incurred in
connection with the transactions contemplated herein, (iii) fund any
dividend or other distribution to Parent Corp. permitted under Section 7.18,
and (iv) for general corporate purposes not in contravention of any Law or
of any Loan Document.


 


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Section 7.11           Further
Assurances.  Promptly upon request by
the Administrative Agent, or any Lender through the Administrative Agent, (a) correct
any material defect or error that may be discovered in any Loan Document or in
the execution, acknowledgment, filing or recordation thereof, and (b) do,
execute, acknowledge, deliver, record, re-record, file, re-file, register and
re-register any and all such further acts, deeds, certificates, assurances and
other instruments as the Administrative Agent, or any Lender through the
Administrative Agent, may reasonably require from time to time in order to (i) carry
out more effectively the purposes of the Loan Documents, (ii) to the
fullest extent permitted by applicable Law, subject any Loan Party’s or any of
its Subsidiaries’ properties, assets, rights or interests to the Liens now or
hereafter intended to be covered by any of the Collateral Documents, (iii) perfect
and maintain the validity, effectiveness and priority of any of the Collateral
Documents and any of the Liens intended to be created thereunder and (iv) assure,
convey, grant, assign, transfer, preserve, protect and confirm more effectively
unto the Secured Parties the rights granted or now or hereafter intended to be
granted to the Secured Parties under any Loan Document or under any other instrument
executed in connection with any Loan Document to which any Loan Party or any of
its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to
do so.


 


C.  Negative Covenants:


 


Section 7.12           Indebtedness.  Neither the Company nor any Restricted
Subsidiary will create, incur or suffer to exist any Indebtedness except:


 


(i)      Indebtedness hereunder;


 


(ii)     Permitted Debt;


 


(iii)    obligations under or in respect of interest
rate Swap Contracts up to an aggregate notional principal amount not to exceed
at any time an amount equal to the Commitments of all the Lenders in the
aggregate at such time;


 


(iv)    Guarantees and letters of credit permitted
by Section 7.13 hereof;


 


(v)     Indebtedness of the Company owed to any
Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to any
other Restricted Subsidiary;


 


(vi)    Indebtedness issued and outstanding on the
Agreement Date to the extent set forth on Schedule 7.12 hereto and any
renewals, extensions or refundings thereof in a principal amount not to exceed
the amount so renewed, extended or refunded;


 


(vii)   Indebtedness incurred as consideration for
any acquisition permitted hereunder and consisting solely of a deferred or
contingent obligation to deliver common stock of the Parent Corp.;


 


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(viii)  Monetization Indebtedness; provided
that, the Company shall provide to the Administrative Agent prompt written
notice of any such Monetization Indebtedness incurred by the Company or a
Restricted Subsidiary together with a brief description of the terms thereof;
and


 


(ix)    Other Indebtedness of the Company or any
Restricted Subsidiary, to the extent not otherwise permitted by clauses (i) through
(viii) of this Section 7.12, so long as the aggregate
principal amount of all such Indebtedness outstanding at any one time pursuant
to this clause (ix) shall not exceed the sum of $400,000,000.


 


Section 7.13           Contingent
Liabilities.  Neither the Company nor
any Restricted Subsidiary will, directly or indirectly (including, without
limitation, by means of causing a bank to open a letter of credit), guarantee,
endorse, contingently agree to purchase or to furnish funds for the payment or
maintenance of, or otherwise be or become contingently liable upon or with
respect to, the Indebtedness, other obligations, net worth, working capital or
earnings of any Person, or guarantee the payment of dividends or other
distributions upon the stock or other ownership interests of any Person, or
agree to purchase, sell or lease (as lessee or lessor) property, products,
materials, supplies or services primarily for the purpose of enabling a debtor
to make payment of its obligations or to assure a creditor against loss (all
such transactions being herein called “Guarantees”), except:


 


(i)      the Guarantees in Article IV
hereof;


 


(ii)     endorsements of negotiable instruments for
deposit or collection in the ordinary course of business;


 


(iii)    the Guarantees described in Schedule 7.13;


 


(iv)    Guarantees by the Company or one or more of
the Restricted Subsidiaries of Indebtedness of, and other obligations (incurred
in the ordinary course of business) of, another Restricted Subsidiary, but only
if such Indebtedness or obligations are permitted by this Credit Agreement;


 


(v)     other Guarantees, including, but not
limited to, without duplication, surety bonds, by the Company, provided
that the outstanding aggregate amount of the obligations guaranteed does not
exceed $150,000,000 at any time;


 


(vi)    Capital Lease Obligations to the extent they
constitute Guarantees by reason of having been assigned by the lessor to a
lender to such lessor (provided that the obligors in respect of such
Capital Lease Obligations do not increase their liability by reason of such
assignment);


 


(vii)   the Letters of Credit;


 


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(viii)  any Guarantee by the Company of the
obligations of any Unrestricted Subsidiary so long as (A) recourse to the
Company thereunder is limited solely to shares of capital stock of such Unrestricted
Subsidiary or its Subsidiaries and to no other assets of the Company or the
Restricted Subsidiaries and (B) neither the Company nor any Restricted
Subsidiary agrees, in connection therewith, to any limitation on the amount of
Indebtedness which may be incurred by them, to the granting of any Liens on
assets of the Company or any of the Restricted Subsidiaries (other than shares
of stock of such Unrestricted Subsidiary or its Subsidiaries), to any
acquisition or disposition of any assets of the Company or the Restricted
Subsidiaries (other than shares of capital stock of such Unrestricted
Subsidiary or its Subsidiaries) or to any modification or supplement of this
Credit Agreement or any agreement entered into by the Company or any of the
Restricted Subsidiaries refinancing any substantial portion of the Indebtedness
outstanding under this Credit Agreement;


 


(ix)    Guarantees which would constitute
Investments which are not prohibited by Section 7.17 hereof; and


 


(x)     Obligations under contracts providing for
the acquisition of or provision of goods or services (including leases or
licenses of property) incurred in the ordinary course of business for which the
Company or any of its Restricted Subsidiaries may be jointly and severally
liable with other Subsidiaries of the Company as to which costs are allocated
(as among the Company and its Subsidiaries) based on cost, usage or other
reasonable method of allocation; provided that the undertaking of such
liabilities are not intended as a guaranty or other credit support of such
obligations; and


 


(xi)    any Guarantee by the Company of any
obligation to the extent such obligation can be satisfied (at the option of the
Company) by the delivery of common stock of the Parent Corp.


 


Section 7.14           Liens.  Neither the Company nor any Restricted
Subsidiary will create or suffer to exist, any mortgage, pledge, security
interest, conditional sale or other title retention agreement, lien, charge or
encumbrance upon any of its assets, now owned or hereafter acquired, securing any
Indebtedness or other obligation (all such security being herein called “Liens”),
except:


 


(i)      Liens on property securing Indebtedness
owed to the Company or any Restricted Subsidiary;


 


(ii)     Liens securing Capital Leases or other
Indebtedness for the deferred acquisition price of property or services to the
extent such Liens attach solely to the property acquired with or subject to
such Indebtedness;


 


(iii)    Liens securing all of the obligations of the
Company and the Restricted Subsidiaries hereunder;


 


(iv)    Permitted Liens;


 


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(v)     other Liens on property in effect on the
Agreement Date to the extent set forth on Schedule 7.14 hereto;


 


(vi)    Liens on shares of the capital stock of, or
partnership interest in, any Unrestricted Subsidiary; and


 


(vii)   Liens on any share of Monetized Stock to the
extent such liens secure Monetization Indebtedness related to such Monetized
Stock.


 


In addition, neither the
Company nor any Restricted Subsidiary will enter into or permit to exist any
undertaking by it or affecting any of its properties whereby the Company or
such Restricted Subsidiary shall agree with any Person (other than the Lenders
or the Administrative Agent) not to create or suffer to exist any Liens in
favor of any other Person, provided that the foregoing restriction shall
not apply to any such undertaking contained in any indenture or other agreement
(i) governing any Permitted Debt or Indebtedness outstanding at the
date hereof and identified on Schedule 7.12 hereto, or (ii) governing
specific property to be sold pursuant to an executed agreement with respect to
an asset sale permitted hereunder, or (iii) constituting a customary
restriction on assignment, subletting, or other transfer contained in leases,
licenses, franchises and other similar agreements entered into in the
ordinary course of business or otherwise creating a Permitted Lien (provided
that any restriction referred to in clauses (ii) or (iii) is limited
to the property or asset subject to such sale, lease, license, franchise
or other similar agreement or Permitted Lien, as the case may be).


 


Section 7.15           Leases.  Neither the Company nor any Restricted
Subsidiary will incur, assume or have outstanding any obligation to pay rent
under Leases (as lessee, guarantor or otherwise) except:


 


(i)      obligations under Leases by one Restricted
Subsidiary to another Restricted Subsidiary or the Company, as the case may be;
and


 


(ii)     obligations under Leases of equipment and
other real or personal property for use in the ordinary course of the business
(including any subleasing or allocations to other Subsidiaries of the Company)
of the Company and the Restricted Subsidiaries and CSC Technology, including
Pole Rental Leases and Leases of microwave transmission, reception rights and
radio and other frequency spectrum.


 


Section 7.16           TKR.  Neither the Company nor any Restricted
Subsidiary will make any Investment in TKR or any Subsidiary of TKR after the
Agreement Date in excess of a net aggregate amount of $500,000,000, unless,
prior thereto, TKR and its Subsidiaries shall have become Guarantors hereunder.


 


Section 7.17           Investments.  Neither the Company nor any Restricted
Subsidiary will, directly or indirectly, (a) make or permit to remain
outstanding any advances, loans, accounts receivable (other than (x) accounts
receivable arising in the ordinary course of business of the Company or such
Restricted Subsidiary and (y) accounts receivable owing to the Company or
any Restricted Subsidiary from any Unrestricted Subsidiary for


 


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management or other services or other overhead or shared expenses
allocated in the ordinary course of business provided by the Company or any
Restricted Subsidiary to such Unrestricted Subsidiary or other extensions of
credit (excluding, however, accrued and unpaid interest in respect of any
advance, loan or other extension of credit) or capital contributions to (by
means of transfers of property to others, or payments for property or services
for the account or use of others, or otherwise) any Person (other than the
Company or any Restricted Subsidiary)), (b) purchase or own any stocks,
bonds, notes, debentures or other securities (including, without limitation,
any interests in any partnership, joint venture or any similar enterprise) of,
or any bank accounts with, or Guarantee any Indebtedness or other obligations
of, any Person (other than the Company or any Restricted Subsidiary), or (c) purchase
or acquire (in one transaction or a series of transactions) assets of another
Person that constitute a business unit or all or a substantial part of the
business of, such Person (other than the Company or any Restricted Subsidiary)
(all such transactions referred to in clauses (a), (b) and (c) being
herein called “Investments”), provided  however, that such
restriction shall not apply so long as no Default shall have occurred and be
continuing both immediately before and immediately after giving effect to the
making of each such Investment, and, provided  further, that the
Company or any Restricted Subsidiary may convert the form of any outstanding
Investment by the Company or such Restricted Subsidiary in any Unrestricted
Subsidiary that was permitted under this Section 7.17 when first
made by the Company or a Restricted Subsidiary at all times prior to any
Responsible Officer having knowledge of the occurrence and continuance of a
Default.


 


Section 7.18           Restricted
Payments.  Neither the Company nor
any Restricted Subsidiary will, directly or indirectly, make or declare any
Restricted Payment (other than any Restricted Payment payable (and paid) in
common stock of the Parent Corp.) at any time, except that, so long as no
Default shall have occurred and be continuing at the time such Restricted
Payment is made or would result from the making or declaration of such
Restricted Payment, this Section 7.18 shall not apply to (i) any
Restricted Payment made by the Company to Parent Corp. and used by Parent Corp.
to make a scheduled payment of principal or interest on any of Parent Corp.’s
Indebtedness or to pay any management fees, and (ii) any other Restricted
Payment by the Company or any of the Restricted Subsidiaries, provided
that during any Limitation Period the aggregate amount of Restricted Payments
made shall not exceed $200,000,000 plus an amount equal to the aggregate
proceeds received by the Company or the Restricted Subsidiaries from any
capital contribution or any issue of new Equity Interests following the Closing
Date not previously utilized to increase the available amount of Restricted
Payments during any Limitation Period.  “Limitation
Period” shall mean one or more consecutive Certification Periods in which
the Cash Flow Ratio as reflected on the Compliance Certificate applicable to
such Certification Period exceeds (x) from the Closing Date to, and
including, September 30, 2006, 6.75 to 1 and (y) thereafter, 6.00 to
1, either at the beginning of such Certification Period or at any time during
such period after giving effect to any Indebtedness incurred to fund a
Restricted Payment made during such period; and “Certification Period”
shall mean the period from the date of the delivery of a Compliance Certificate
to the date immediately preceding the delivery of the immediately succeeding
Compliance Certificate.


 


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Section 7.19           Business.  (a)  The Company and the Restricted Subsidiaries
shall not permit the portion of consolidated gross revenues of the Company and
the Restricted Subsidiaries derived from the business of developing,
constructing, owning, acquiring, altering, repairing, financing, operating,
maintaining, publishing, distributing, promoting and otherwise exploiting cable
television systems and related businesses, including, without limitation,
telecommunications services, data transmission and telephony activities, for
any Quarter to be less than 90% of the total consolidated gross revenues of the
Company and the Restricted Subsidiaries for such Quarter.


 


(b)     Neither the Company nor any Restricted Subsidiary will effect
any Disposition or redesignate a Restricted Subsidiary as an Unrestricted
Subsidiary under Section 7.08, unless, both before and after giving effect
to such Disposition or redesignation, no Default shall have occurred and be continuing.
In determining the absence of a Default after giving effect to any transaction
limited by the foregoing, or by any other covenant contained herein, compliance
with Section 7.23, Section 7.24 and Section 7.25 shall be
determined on a pro forma basis giving effect to the subject transaction.


 


Section 7.20           Transactions
with Affiliates.  Other than as set
forth on Schedule 7.20, neither the Company nor any Restricted
Subsidiary will effect any transaction with any of its Affiliates that is not a
Restricted Subsidiary on a basis less favorable to the Company or such
Restricted Subsidiary than would at the time be obtainable for a comparable
transaction in arms-length dealing with an unrelated third party (other than
overhead and other ordinary course allocations of costs and services on a
reasonable basis).


 


Section 7.21           Amendments
of Certain Instruments.  Neither the
Company nor any Restricted Subsidiary will modify or supplement, or consent to
any waiver of any of the provisions of, any Debt Instrument governing any
Permitted Debt or any Indebtedness specified in Schedule 7.12 except to
the extent, after giving effect thereto, that such Permitted Debt or other
Indebtedness could be incurred on such modified or supplemented terms by the
Company or a Restricted Subsidiary on the effective date of the modification,
supplement or consent.  In addition, the
Company will not amend, modify or supplement any of the provisions of its
charter in respect of preferred stock of the Company, except that the Company
may (a) file any amendment or modification thereto or supplement thereof
to permit the issuance of New Preferred Stock of the Company and (b) file
a certificate of retirement thereto in respect of any series of preferred stock
of the Company the purchase, acquisition, redemption or retirement of which is
permitted by this Credit Agreement.


 


Section 7.22           Issuance
of Stock.  The Company will not
permit any Restricted Subsidiary to issue any shares of stock or other
ownership interests in such Restricted Subsidiary if, after giving effect
thereto, the percentage of the ownership interests in such Restricted
Subsidiary held by the Company and the Restricted Subsidiaries immediately
prior to such issuance would be decreased.


 


D.  Financial Covenants:


 


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Section 7.23           Operating
Cash Flow.  (a)  Operating
Cash Flow to Total Interest Expense. The Company and the Restricted
Subsidiaries will cause, for each Quarter, the ratio of Operating Cash Flow for
the period of four Quarters ending with such Quarter to Total Interest Expense
for such period of four Quarters ending with such Quarter to be at least the following respective amounts at
all times during the following respective periods; provided that, in the
event that the Company shall not have made a Special Dividend to Parent Corp.
on or prior to September 30, 2006, the “Adjusted Ratio” set forth below
shall apply from October 1, 2006:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  	
  Adjusted Ratio

  	
   

  
	
  From and
  including the Closing Date to and including the Quarter ended
  December 31, 2006

  	
   

  	
  1.75 to 1

  	
   

  	
  1.75 to 1

  	
   

  
	
  From and
  including January 1, 2007 to and including the Quarter ended
  June 30, 2007

  	
   

  	
  1.85 to 1

  	
   

  	
  2.00 to 1

  	
   

  
	
  On and after
  July 1, 2007

  	
   

  	
  2.00 to 1

  	
   

  	
  2.25 to 1

  	
   

  



 


(b)           Operating
Cash Flow less Consolidated Cash Taxes to Total Debt Expense.  The Company and the Restricted Subsidiaries
will cause, for each Quarter, the ratio of (i) Operating Cash Flow for the
period of four Quarters ending with such Quarter less Consolidated Cash Taxes
paid during such period of four Quarters to (ii) Total Debt Expense for
such period of four Quarters ending with such Quarter to be at least equal to
1.50 to 1.


 


Section 7.24           Cash
Flow Ratio.  The Company and the
Guarantors will not permit the Cash Flow Ratio to exceed the following
respective amounts at any time during the following respective periods; provided that, in the event that the Company
shall not have made a Special Dividend to Parent Corp. on or prior to September 30,
2006, the “Adjusted Ratio” set forth below shall apply from October 1,
2006:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  	
  Adjusted Ratio

  
	
  From and including the
  Closing Date to and including September 30, 2006

  	
   

  	
  7.50 to 1

  	
   

  	
  —

  
	
  From and including
  October 1, 2006 to and including December 31, 2006

  	
   

  	
  7.25 to 1

  	
   

  	
  6.25 to 1

  
	
  From and including
  January 1, 2007 to and including March 31, 2007

  	
   

  	
  7.00 to 1

  	
   

  	
  6.00 to 1

  
	
  From and including
  April 1, 2007 to and including September 30, 2007

  	
   

  	
  6.50 to 1

  	
   

  	
  5.50 to 1

  
	
  From and including
  October 1, 2007 to and including December 31, 2007

  	
   

  	
  6.00 to 1

  	
   

  	
  5.00 to 1

  



 


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  Period

  	
   

  	
  Ratio

  	
   

  	
  Adjusted Ratio

  
	
  From and including
  January 1, 2008 to and including December 31, 2008

  	
   

  	
  5.50 to 1

  	
   

  	
  4.50 to 1

  
	
  From and including
  January 1, 2009 to and including December 31, 2009

  	
   

  	
  5.00 to 1

  	
   

  	
  4.00 to 1

  
	
  On and after
  January 1, 2010

  	
   

  	
  4.50 to 1

  	
   

  	
  3.50 to 1

  



 


Section 7.25           Senior
Secured Leverage Ratio.  The Company
and the Guarantors will not permit the Senior Secured Leverage Ratio to exceed
the following respective amounts at any time during the following respective
periods; provided that, in the event
that the Company shall not have made a Special Dividend to Parent Corp. on or
prior to September 30, 2006, the “Adjusted Ratio” set forth below shall
apply from October 1, 2006:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  	
  Adjusted
  Ratio

  
	
  From and including the
  Closing Date to and including September 30, 2006

  	
   

  	
  4.00 to 1

  	
   

  	
  —

  
	
  From and including
  October 1, 2006 to and including December 31, 2006

  	
   

  	
  4.00 to 1

  	
   

  	
  3.50 to 1

  
	
  From and including
  January 1, 2007 to and including December 31, 2007

  	
   

  	
  3.75 to 1

  	
   

  	
  3.25 to 1

  
	
  From and including
  January 1, 2008 to and including December 31, 2008

  	
   

  	
  3.50 to 1

  	
   

  	
  3.00 to 1

  
	
  From and including
  January 1, 2009 to and including December 31, 2009

  	
   

  	
  3.25 to 1

  	
   

  	
  2.75 to 1

  
	
  On and after
  January 1, 2010

  	
   

  	
  3.00 to 1

  	
   

  	
  2.50 to 1

  



 


Section 7.26           Incremental
Term Facility Covenants.  The Company
and each of the Restricted Subsidiaries shall comply with each covenant
contained in any Incremental Term Facility Supplement, subject to any
applicable grace periods and notice requirements.


 


Section 7.27           Additional
Facility Covenants.  The Company and
each of the Restricted Subsidiaries shall comply with each covenant contained
in any Additional Facility Supplement, subject to any applicable grace periods
and notice requirements.


 


ARTICLE VIII



EVENTS OF DEFAULT AND REMEDIES


 


Section 8.01           Events
of Default.  Each of the following
shall constitute an “Event of Default”:


 


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(a)      Any
representation or warranty in this Credit Agreement or any other Loan Document
or in any certificate, statement or other document furnished to the Lenders or
the Administrative Agent pursuant hereto (including, without limitation, any
amendment thereto), or any certification made or deemed to have been made by
the Company or any Restricted Subsidiary to any Lender or the Administrative
Agent hereunder, shall prove to have been incorrect, or shall be breached, in
any material respect when made or deemed made; provided that any
representation made pursuant to Section 5.02 in respect of the absence of
any Default shall not constitute an Event of Default if (i) at the time of
such representation, such Default was not known to a Responsible Officer and (ii) prior
to such Default, the absence of which is the subject of such representation,
becoming an Event of Default, such Default has been cured or waived in
accordance with this Credit Agreement; provided further that the Event of Default contained in this Section 8.01(a) shall
apply to the Incremental Term Facility only to the extent that such Event of
Default relates to any representation or warranty made or deemed to be made to
the Incremental Term Lenders (i) on the Incremental Term Closing Date, or (ii) in
any certificate delivered by the Company pursuant to Section 7.01
hereof or in any Loan Document or any related amendment, waiver or other
instrument, in each case, entered into after the date hereof; and provided
further that the
Event of Default contained in this Section 8.01(a) shall apply
to an Additional Incremental Term Facility, if any, only to the extent that
such Event of Default relates to any representation or warranty made or deemed
to be made to the Additional Facility Lenders party thereto (i) on the
respective Additional Facility Closing Date, or (ii) in any certificate
delivered by the Company pursuant to Section 7.01 hereof or in any
Loan Document or any related amendment, waiver or other instrument, in each
case, entered into after the date hereof; or


 


(b)     (i) Default
in the payment when due of any principal of any Revolving Credit Loan, Term A
Loan or any L/C Obligation, default in the deposit when due of funds as Cash
Collateral in respect of L/C Obligations or default in the payment when due of
interest on any Revolving Credit Loan, Term A Loan or on any L/C Obligation, or
any fee due hereunder or any other amount payable to any Revolving Credit
Lender or Term A Lender hereunder, and the failure to pay such interest, fee or
such other amount within two Business Days after the same becomes due or (ii) Default
in the payment when due of any principal of any Incremental Term Loan or any
Additional Facility Loan or default in the payment when due of interest on any
Incremental Term Loan or any Additional Facility Loan, or any fee due hereunder,
under any other Loan Document or any other amount payable to any Incremental
Term Lender, any Additional Facility Lender or the Administrative Agent
hereunder, and the failure to pay such interest or such other amount within two
Business Days after the same becomes due; or


 


(c)      Default
by the Company or any of the Restricted Subsidiaries in the performance or
observance of any of its agreements in Article VII hereof (other
than Section 7.01, Section 7.02, Section 7.03,
Section 7.05, Section 7.06, Section 7.07, Section 7.08,
Section 7.10, Section 7.17 and Section 7.20
hereof but including Section 7.01(f) hereof); or


 


96
















 


(d)     (i) Default
by the Company or any of the Restricted Subsidiaries in the performance or
observance of any of its other agreements herein (other than those specified in
Section 8.01(c)) or in any other Loan Document, which shall remain
unremedied for 30 days after notice thereof shall have been given to the
Company by any Lender (other than any Incremental Term Lender) or the
Administrative Agent (provided that such period shall be five days in
the case of a default under Section 7.17 hereof and provided
further that such period shall be fifteen days and no such notice shall
be required in the case of a default under Section 7.01(d) hereof)
or (ii) Default by the Company or any of the Restricted Subsidiaries in
the performance or observance of any of its other agreements herein or in any
other Loan Document (other than any Revolver/Term A Covenant), which shall
remain unremedied for 60 days (30 days in the case of
a Default under Section 1.03 or 1.07 of Schedule II to the
Incremental Term Supplement) after notice thereof shall have been given to the Company by
Incremental Term Lenders holding at least 25% of the Incremental Term Facility
on the date such notice is given or the Administrative Agent; or


 


(e)      Any
Indebtedness of the Company (including any Indebtedness hereunder) or any of
the Restricted Subsidiaries in an aggregate principal amount of $10,000,000 or
more, excluding (i) any Indebtedness owing solely to the Company or a
Restricted Subsidiary and (ii) any Indebtedness for the deferred purchase
price of property or services owed to the Person providing such property or
services as to which the Company or such Restricted Subsidiary has a good faith
basis to believe is not due and owing and, to the extent then appropriate, is
contesting its obligation to pay the same in good faith and by proper
proceedings and for which the Company or such Restricted Subsidiary has
established appropriate reserves (such Indebtedness under clauses (i) and (ii) above
herein called “Excluded Indebtedness”), shall (i) become due before
stated maturity by the acceleration of the maturity thereof by reason of
default or (ii) become due by its terms and shall not be promptly paid or
extended; or


 


(f)      Any
default under any indenture, credit agreement or loan agreement or other agreement
or instrument under which Indebtedness of the Company or any of the Restricted
Subsidiaries constituting indebtedness for borrowed money in an aggregate
principal amount of $10,000,000 or more is outstanding (other than Excluded
Indebtedness), or by which any such Indebtedness is evidenced, shall have
occurred and shall continue for a period of time sufficient to permit the
holder or holders of any such Indebtedness (or a trustee or agent on its or
their behalf) to accelerate the maturity thereof or to enforce any Lien
provided for by any such indenture, agreement or instrument, as the case may
be, unless such default shall have been permanently waived by the respective
holder of such Indebtedness; or


 


(g)     The
Company or any of the Restricted Subsidiaries shall (i) apply for or
consent to the appointment of, or the taking of possession by, a receiver,
custodian, trustee or liquidator of itself or of all or a substantial part of
its property, (ii) admit in writing its inability, or be generally unable,
to pay its debts as they become due, (iii) make a general assignment for
the benefit of creditors, (iv) be adjudicated as bankrupt or insolvent, (v) commence
a voluntary case under any Debtor Relief Law (as now or hereafter in effect), (vi) file
a petition seeking to take advantage of any Debtor Relief


 


97

















 


Law, (vii) acquiesce in writing to, or fail to controvert in a
timely and appropriate manner, any petition filed against the Company or any
Restricted Subsidiary in any involuntary case under any such Debtor Relief Law,
or (viii) take any action for the purpose of effecting any of the
foregoing; or


 


(h)     A case or
other proceeding shall be commenced, without the application, approval or
consent of the Company or any of the Restricted Subsidiaries, in any court of
competent jurisdiction, seeking the liquidation, reorganization, dissolution,
winding up, or composition or readjustment or debts of the Company or any
Restricted Subsidiary, the appointment of a trustee, receiver, custodian,
liquidator or the like of the Company or such Restricted Subsidiary or of all
or any substantial part of its assets, or any other similar action with respect
to the Company or such Restricted Subsidiary under any Debtor Relief Law, and
such case or proceeding shall continue undismissed, or unstayed and in effect,
for any period of 30 consecutive days, or an order for relief against the
Company or any Restricted Subsidiary shall be entered in an involuntary case
under any Debtor Relief Law (as now or hereafter in effect); or


 


(i)       (i) A
judgment for the payment of money in excess of $10,000,000 shall be rendered
against the Company or any Restricted Subsidiary and such judgment shall remain
unsatisfied and in effect for any period of 30 consecutive days without a stay
of execution or (if a stay is not provided for by applicable law) without
having been fully bonded or (ii) a final judgment or final judgments for
the payment of money are entered by a court or courts of competent jurisdiction
against the Company or any Restricted Subsidiary and either (x) an
enforcement proceeding shall have been commenced by any creditor upon such
judgment or (y) such judgment remains undischarged and unbonded for a
period (during which execution shall not be effectively stayed) of 60 days, provided
that, the aggregate of all such judgments exceeds $20,000,000; or


 


(j)       Any
Franchise issued to the Company or any Restricted Subsidiary shall be revoked
or canceled or expire by its terms and not be renewed, or shall be modified in
a manner adverse to the Company or the Restricted Subsidiary utilizing such
Franchise, if such revocation, cancellation, expiration or non-renewal is
likely to have a Materially Adverse Effect (after giving effect to any temporary
operating authority); or


 


(k)      (i)  Any
Termination Event shall occur; (ii) any Accumulated Funding Deficiency,
whether or not waived, shall exist with respect to any Plan; (iii) any
Person shall engage in any Prohibited Transaction involving any Plan; (iv) the
Company or any ERISA Affiliate is in “default” (as defined in Section 4219(c)(5) of
ERISA) with respect to payments to a Multiemployer Plan resulting from the
Company’s or any ERISA Affiliate’s complete or partial withdrawal (as described
in Section 4203 or 4205 of ERISA) from such Plan; (v) the conditions
for imposition of a lien under Section 302(f) of ERISA shall have
been met with respect to a Plan; (vi) the adoption of an amendment to a
Plan requiring the provision of security to such Plan pursuant to Section 307
of ERISA; (vii) the Company or any ERISA Affiliate shall fail to pay when
due an amount which is payable by it to the PBGC or to a Plan under Title IV of
ERISA and which, when aggregated with all other such amounts with respect to
the payment of which the Company and its ERISA Affiliates are at the time in
default, exceeds


 


98

















 


$500,000; (viii) a proceeding shall be instituted by a fiduciary
of any Plan against the Company or any ERISA Affiliate to enforce Section 515
of ERISA and such proceeding shall not have been dismissed within 30 days
thereafter; (ix) the assumption of, or any material increase in, the
contingent liability of the Company or any Restricted Subsidiary with respect
to any post-retirement welfare liability and such assumption or material
increase has had, or could reasonably be expected to have, a Material Adverse
Effect; and by reason of any or all of such events described in clauses (i) through
(ix) as applicable there shall or could result in actual or potential
liability of the Company and any ERISA Affiliate in excess of $500,000 in the
aggregate; or


 


(l)       (i)  Dolan
Family Interests shall cease at any time to have beneficial ownership (within
the meaning of Rule 13d-3 (as in effect on the Agreement Date) promulgated
under the Securities and Exchange Act of 1934, as amended) of shares of the
capital stock of Parent Corp. having sufficient votes to elect (or otherwise
designate) at such time a majority of the members of the Board of Directors of
Parent Corp., (ii) Parent Corp. shall cease to own  (free
and clear of all Liens) directly 100% of the common stock of the Company, or
any Person (other than Parent Corp.) shall obtain the legal or contractual
right to own, or to cause the transfer of the ownership of, any of the common
stock of the Company, without regard to any required approval of any other
Person, or (iii) the Company shall cease to own, directly or indirectly,
100% of the common stock of TKR, or any Person (other than the Company or any
direct Subsidiary of the Company holding all of the common stock of TKR) shall
obtain the legal or contractual right to own, or to cause the transfer of the
ownership of, any of the common stock of TKR, without regard to any required
approval of any other Person; or


 


(m)     The
Company or any Restricted Subsidiary asserts or any Affiliate institutes any
proceedings seeking to establish or any Person obtains a judgment establishing
that (i) any provision of the Loan Documents is invalid, not binding or
unenforceable or (ii) the Lien created, or purported to be created, by the
Loan Documents is not a valid and perfected first priority security interest in
the property in which such Lien is created, or purported to be created,
pursuant to the Loan Documents.


 


Section 8.02           Remedies
upon Event of Default.  (a)  Revolver/Term
A Event of Default.  If any
Revolver/Term A Event of Default occurs and is continuing, the Administrative
Agent shall, at the request of, or may, with the consent of, the Required
Revolver/Term A Lenders, take any or all of the following actions:


 


(i)            declare the
commitment of each Revolving Credit Lender, each Term A Lender and each
Additional Facility Lender, if any, party to an Additional Facility Supplement
which makes such Revolver/Term A Event of Default applicable to such Additional
Facility Lender to make Loans and any obligation of the L/C Issuer to make L/C
Credit Extensions to be terminated, whereupon such commitments and obligation
shall be terminated;


 


(ii)           declare the unpaid
principal amount of all outstanding Revolving Credit Loans, Term A Loans and
Additional Facility Loans, if any, if such Additional Facility Loans are
advanced under an Additional Facility Supplement which makes such


 


99

















 


Revolver/Term A
Event of Default applicable to such Additional Facility Loans, all interest
accrued and unpaid thereon, and all other amounts owing or payable to any
Revolver Credit Lender, Term A Lender or any Additional Facility Lender holding
such Additional Facility Loans or under any other Loan Document to be
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Company;


 


(iii)          require that the
Company Cash Collateralize the L/C Obligations (in an amount equal to the then
Outstanding Amount thereof); and


 


(iv)          exercise on behalf
of itself, the Revolving Credit Lenders, the Term A Lenders, and any Additional
Facility Lenders, if any, party to an Additional Facility Supplement which
makes such Revolver/Term A Event of Default applicable to such Additional
Facility Lender and the L/C Issuer all rights and remedies available to it and
such Lenders under the Loan Documents.


 


(b) 
Other Event of Default.  If any
Event of Default (other than a Revolver/Term A Event of Default) occurs and is
continuing, the Administrative Agent shall, at the request of, or may, with the
consent of, the Required Lenders, take any or all of the following actions:


 


(i)            declare the
commitment of each Lender to make Loans and any obligation of the L/C Issuer to
make L/C Credit Extensions to be terminated, whereupon such commitments and
obligation shall be terminated;


 


(ii)           declare the unpaid
principal amount of all outstanding Loans, all interest accrued and unpaid
thereon, and all other amounts owing or payable hereunder or under any other
Loan Document to be immediately due and payable, without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived
by the Company;


 


(iii)          require that the
Company Cash Collateralize the L/C Obligations (in an amount equal to the then
Outstanding Amount thereof); and


 


(iv)          exercise on behalf
of itself, the Lenders and the L/C Issuer all rights and remedies available to
it and such Lenders under the Loan Documents;


 


provided, however, that upon the occurrence of an
actual or deemed entry of an order for relief with respect to the Company under
the Bankruptcy Code of the United States, the obligation of each Lender to make
Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due
and payable, and the obligation of the Company to Cash Collateralize the L/C
Obligations as aforesaid shall automatically become effective, in each case
without further act of the Administrative Agent or any Lender.


 


Section 8.03           Application
of Funds.  After the exercise of
remedies provided for in Section 8.02 (or after the Loans have
automatically become immediately due and


 


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payable and the L/C Obligations have automatically been required to be
Cash Collateralized as set forth in the proviso to Section 8.02), any
amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:


 


First, to payment of that portion of the Obligations
constituting fees, indemnities, expenses and other amounts (including fees,
charges and disbursements of counsel to the Administrative Agent and amounts
payable under Article III) payable to the Administrative Agent in
its capacity as such;


 


Second, to payment of
that portion of the Obligations constituting fees, indemnities and other
amounts (other than principal, interest and Letter of Credit Fees) payable to
the Lenders and the
L/C Issuer (including fees, charges and disbursements of counsel to the
respective Lenders and the L/C Issuer and
amounts payable under Article III), ratably among them 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 Letter of
Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, to
the extent due and payable, ratably among the Lenders and the L/C Issuer 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, L/C
Borrowings and amounts owing under Secured Hedge Agreements and Secured Cash
Management Agreements, and which have become due and owing, ratably among the
Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in
proportion to the respective amounts described in this clause Fourth
held by them;


 


Fifth, to the
Administrative Agent for the account of the L/C Issuer, to Cash Collateralize
that portion of L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit; and


 


Last, the balance,
if any, after all of the Obligations have been indefeasibly paid in full, to
the Company or as otherwise required by Law.


 


Subject
to Section 2.03(c), amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fifth
above shall be applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit
as Cash Collateral after all Letters of Credit have either been fully drawn or
expired, such remaining amount shall be applied to the other Obligations, if
any, in the order set forth above.


 


ARTICLE IX



THE ADMINISTRATIVE AGENT


 


Section 9.01           Appointment
and Authority.  (a)  Each of the
Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act
on its behalf as the


 


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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 L/C Issuer, and neither the Company nor any other Loan Party
shall have rights as a third party beneficiary of any of such provisions.


 


(b)           The Administrative
Agent shall also act as the “collateral
agent” under the Loan Documents, and each of the Lenders (in its
capacities as a Lender, potential Hedge Bank and potential Cash Management
Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the
Administrative Agent to act as the agent of such Lender and the L/C Issuer 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.  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 Section 9.05 for
purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Collateral 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 this Article IX and Article X
(including Section 10.04(c), 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 9.02           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, act as the financial advisor
or in any other advisory capacity for and generally engage in any kind of
business with the Company 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.


 


Section 9.03           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 Required Lenders (or such other number
or percentage of the Lenders as shall be expressly provided for herein or in
the other Loan


 


102

















 


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; 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 the Company or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent
or any of its Affiliates in any capacity.


 


The
Administrative Agent shall not be liable for any action taken or not taken by
it (i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Section 10.01 and Section 8.02)
or (ii) in the absence of its own gross negligence or willful
misconduct.  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 Company, a
Lender or the L/C Issuer.


 


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 Credit 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, (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 Credit
Agreement, any other Loan Document or any other agreement, instrument or
document, or the creation, perfection or priority of any Lien purported to be
created by the Collateral Documents, (v) the value or the sufficiency of
any Collateral, or (v) the satisfaction of any condition set forth in Article V
or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to the Administrative Agent.


 


Section 9.04           Reliance
by 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 the L/C Issuer, the Administrative Agent may
presume that such condition is satisfactory to such Lender or the L/C Issuer
unless the Administrative Agent shall have received notice to the contrary from
such Lender or the L/C Issuer prior to the making of such Loan or the issuance
of such Letter of Credit.  The
Administrative Agent may consult with legal counsel (who may be counsel for the
Company), independent accountants and other 


 


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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 9.05           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.


 


Section 9.06           Resignation
of Administrative Agent.  The
Administrative Agent may at any time give notice of its resignation to the
Lenders, the L/C Issuer and the Company. 
Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, in consultation with the Company, 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 Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may on behalf of the
Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting
the qualifications set forth above; provided that if the Administrative
Agent shall notify the Company and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (a) the retiring
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 L/C Issuer under any of
the Loan Documents, the retiring Administrative Agent shall continue to hold
such collateral security until such time as a successor Administrative Agent is
appointed) and (b) 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 the L/C Issuer directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above
in this Section.  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) Administrative Agent, and the retiring
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 Section). 
The fees payable by the Company to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor. 
After the retiring Administrative Agent’s resignation hereunder and
under the other Loan Documents, the provisions of this Article and Section 10.03
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.


 


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Any resignation by Bank of America as Administrative
Agent pursuant to this Section shall also constitute its resignation as
L/C Issuer.  Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, (i) such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C
Issuer shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (iii) the successor L/C
Issuer shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations
of the retiring L/C Issuer with respect to such Letters of Credit.


 


Section 9.07           Non-Reliance
on Administrative Agent and Other Lenders. 
Each Lender and the L/C Issuer 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 Credit Agreement.  Each Lender and
the L/C Issuer 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 Credit Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or
thereunder.


 


Section 9.08           No
Other Duties, Etc.  Anything herein
to the contrary notwithstanding, none of the Book Runners, Joint Lead
Arrangers, Syndication Agent or Co-Documentation Agents listed on the cover page hereof
on the Agreement Date or on the Amended and Restated Date shall have any
powers, duties or responsibilities under this Credit Agreement or any of the
other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender or the L/C Issuer hereunder.


 


Section 9.09           Administrative
Agent May File Proofs of Claim. 
In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Company) shall be entitled and empowered, by intervention in such
proceeding or otherwise


 


(a)      to file
and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations that
are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders, the L/C Issuer and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the L/C


 


105

















 


Issuer and the Administrative Agent under Section 2.03(i) and
(j), Section 2.08 allowed in such judicial proceeding; and


 


(b)     to
collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Lender and the L/C Issuer to make such payments to
the Administrative Agent and, if the Administrative Agent shall consent to the
making of such payments directly to the Lenders and the L/C Issuer, to pay to
the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents
and counsel, and any other amounts due the Administrative Agent under Section 2.08.


 


Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or the L/C Issuer or to
authorize the Administrative Agent to vote in respect of the claim of any
Lender the L/C Issuer or in any such proceeding.


 


Section 9.10           Collateral
and Guaranty Matters.  The Lenders
and the L/C Issuer irrevocably authorize the Administrative Agent, at its
option and in its discretion,


 


(a)      to
release any Lien on any property granted to or held by the Administrative Agent
under any Loan Document (i) upon termination of the Aggregate Commitments
and payment in full of all Obligations (other than contingent indemnification
obligations) and the expiration or termination of all Letters of Credit, (ii) that
is sold or to be sold as part of or in connection with any sale permitted
hereunder or under any other Loan Document, or (iii)  if approved,
authorized or ratified in writing in accordance with Section 10.01;


 


(b)     to release
any Guarantor from its obligations under the Guaranty if such Person ceases to
be a Subsidiary as a result of a transaction permitted hereunder; and


 


(c)      to
subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document to the holder of any Lien on such property that
is permitted by Section 7.14(ii).


 


Upon
request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent’s authority to release or
subordinate its interest in particular types or items of property, or to
release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.  In each case as specified in this Section 9.10,
the Administrative Agent will, at the Company’s expense, execute and deliver to
the applicable Loan Party such documents as such Loan Party may reasonably
request to evidence the release of such item of Collateral from the assignment
and


 


106
















 


security interest granted under the Collateral
Documents or to subordinate its interest in such item, or to release such
Guarantor from its obligations under the Guaranty, in each case in accordance
with the terms of the Loan Documents and this Section 9.10.


 


ARTICLE X


 


MISCELLANEOUS


 


Section 10.01         Amendments, Etc.  No amendment or waiver of any provision of
this Credit Agreement or any other Loan Document, and no consent to any
departure by the Company or any other Loan Party therefrom, shall be effective
unless in writing signed by the Company or the applicable Loan Party, as the
case may be, and (i) in the case of an amendment or waiver of any
Revolver/Term A Covenant or Revolver/Term A Default, the Required Revolver/Term
A Lenders and (ii) in the case of an amendment or waiver of any other
provision or Event of Default, the Required Lenders, and acknowledged by the
Administrative Agent, and each such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given; provided,
however, that no such amendment, waiver or consent shall:


 


(a)      (i) waive any condition set forth in Section 5.01
(other than Section 5.01(h)), or, in the case of the initial Credit
Extension, Section 5.02, without the written consent of each Lender or (ii) waive
any condition set forth in Section 6 of the Incremental Term
Supplement (other than Section 6(h) thereof), or, in the case
of the making of the Incremental Term Loans, Section 5.02, without
the written consent of each Incremental Term Lender;


 


(b)     without limiting
the generality of clause (a) above, waive any condition set forth in Section 5.02 as to any Credit
Extension under a particular Facility without the written consent of the
Required Revolving Lenders, the Required Term A-1 Lenders, the Required Term
A-2 Lenders or the Required Incremental Term Lenders, if any, as the case may
be;


 


(c)      extend
or increase the Commitment of any Lender (or reinstate any Commitment
terminated pursuant to Section 8.02) without the written consent of
such Lender;


 


(d)     postpone
any date fixed by this Credit Agreement or any other Loan Document for any
payment  (excluding
mandatory prepayments) of principal, interest, fees or other amounts due
to the Lenders (or any of them) hereunder or under such other Loan Document
without the written consent of each Lender entitled to such payment;


 


(e)      reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01)
any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial ratio (including
any change in any applicable defined term) used in determining the Applicable
Rate that would result in a reduction of any interest rate on any Loan or any
fee payable hereunder without the


 


107

















 


written consent of each Lender entitled to such
amount; provided, however, that only the consent of the Required
Lenders shall be necessary to amend the definition of “Default Rate” or to
waive any obligation of the Company to pay interest or Letter of Credit Fees at
the Default Rate;


 


(f)      change (i) Section 2.12
in a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender or (ii) the order of
application of any reduction in the Commitments or any prepayment of Loans
among the Facilities from the application thereof set forth in the applicable
provisions of Section 2.04(b) or Section 2.05(b),
respectively, in any manner that materially and adversely affects the Lenders
under a Facility without the written consent of (A) if such Facility is
the Term A-1 Facility, the Required Term A-1 Lenders, (B) if such Facility
is the Term A-2 Facility, the Required Term A-2 Lenders, (C) if such
Facility is the Revolving Credit Facility, the Required Revolving Lenders, and (D) if
such Facility is the Incremental Term Facility, if any, the Required
Incremental Term Lenders or (iii) Section 8.03, without the
written consent of each Lender;


 


(g)     change (i) any
provision of this Section 10.01 or the definition of “Required
Lenders” 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 (other than the
definitions specified in clause (ii) of this Section 10.01(g)),
without the written consent of each Lender or (ii) the definition of “Required
Revolving Lenders,” “Required Term A-1 Lenders,” “Required Term A-2 Lenders,” “Required
Incremental Term Lenders” or “Required Revolver/Term A Lenders” without the
written consent of each Lender under the applicable Facility or Facilities;


 


(h)     release
all or a significant portion of the Collateral in any transaction or series of
related transactions, without the written consent of each Lender;


 


(i)       release
or remove all or a significant portion of the Guarantors, without the written
consent of each Lender; or


 


(j)       impose
any greater restriction on the ability of any Lender under a Facility to assign
any of its rights or obligations hereunder without the written consent of (i) if
such Facility is the Term A-1 Facility, the Required Term A-1 Lenders, (ii) if
such Facility is the Term A-2 Facility, the Required Term A-2 Lenders, (iii) if
such Facility is the Revolving Credit Facility, the Required Revolving Lenders,
and (iv) if such Facility is the Incremental Term Facility, the Required
Incremental Term Lenders, if any;


 


and provided, further, that (i) no amendment, waiver
or consent shall, unless in writing and signed by the L/C Issuer in addition to
the Lenders required above, affect the rights or duties of the L/C Issuer under
this Credit Agreement or any Issuer Document 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 Administrative Agent in addition to the Lenders required above, affect
the rights or duties of the Administrative Agent under this Credit Agreement or
any other Loan Document; (iii) Section 10.06(h) may not be amended,


 


108

















 


waived or otherwise
modified without the consent of each Granting Lender all or any part of whose
Loans are being funded by an SPC at the time of such amendment, waiver or other
modification; (iv) the
Fee Letters may be amended, or rights or privileges thereunder waived,
in a writing executed only by the parties thereto, and (v) the rate of
interest applicable to the Term A-2 Facility may be amended in a writing
executed only by the Company and the Initial Lenders.  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 the Commitment of such
Lender may not be increased or extended without the consent of such Lender.


 


Section 10.02         Notices;
Effectiveness; Electronic Communications. 
(a)  Notices Generally. 
Except in the case of notices and other communications expressly
permitted to be given by telephone (and except as provided in subsection (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, and all notices
and other communications expressly permitted hereunder to be given by telephone
shall be made to the applicable telephone number, as follows:


 


(i)      if to the Company, the Guarantors, the
Administrative Agent or the L/C Issuer, to the address, telecopier number,
electronic mail address or telephone number specified for such Person on Schedule
10.02; and


 


(ii)     if to any other Lender, to the address, telecopier
number, electronic mail address or telephone number specified in its
Administrative Questionnaire.


 


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 subsection (b) below
shall be effective as provided in such subsection (b).


 


(b)           Electronic
Communications.  Notices and other
communications to the Lenders and the L/C Issuer 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
the L/C Issuer pursuant to Article II if such Lender or the L/C
Issuer, 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 Company 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.


 


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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.


 


(c)      The
Platform.  THE PLATFORM IS
PROVIDED “AS IS” AND “AS AVAILABLE.”  THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE COMPANY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE COMPANY MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE COMPANY
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 the Company, any Lender, the L/C
Issuer or any other Person for losses, claims, damages, liabilities or expenses
of any kind (whether in tort, contract or otherwise) arising out of the Company’s
or the Administrative Agent’s transmission of Company Materials through the
Internet, except to the extent that such losses, claims, damages, liabilities
or expenses are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to the Company, any Lender, the
L/C Issuer or any other Person for indirect, special, incidental, consequential
or punitive damages (as opposed to direct or actual damages).


 


(d)           Change
of Address, Etc.  Each of the
Company, the Administrative Agent and the L/C Issuer may change its address,
telecopier or telephone number for notices and other communications hereunder
by notice to the other parties hereto. 
Each other Lender may change its address, telecopier or telephone number
for notices and other communications hereunder by notice to the Company, the
Administrative Agent and the L/C Issuer. 
In addition, each Lender agrees to notify the Administrative Agent from
time to time to ensure that the Administrative Agent has on record (i) an
effective address, contact name, telephone number, telecopier number and
electronic mail address to which notices and other communications may be sent
and (ii) accurate wire instructions for such Lender.


 


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(e)      Reliance
by Administrative Agent, L/C Issuer and Lenders.  The Administrative Agent, the L/C
Issuer and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Committed Loan Notices) purportedly given by or on behalf
of the Company even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood
by the recipient, varied from any confirmation thereof.  The Company shall indemnify the
Administrative Agent, the L/C Issuer, each Lender and the Related Parties of
each of them from all losses, costs, expenses and liabilities resulting from
the reliance by such Person on each notice purportedly given by or on behalf of
the Company.  All telephonic notices to
and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.


 


Section 10.03         No
Waiver; Cumulative Remedies.  No
failure on the part of the Administrative Agent, the L/C Issuer or any Lender
to exercise, and no delay by any such Person in exercising, and no course of
dealing with respect to, any right, remedy, power or privilege under this Credit
Agreement or any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, power or privilege
under this Credit Agreement or any other Loan Document preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege.  The right, remedy, power or
privilege provided herein, and provided under any other Loan Document, are
cumulative and not exclusive of any right, remedy, power or privilege provided
by law.


 


Section 10.04         Expenses; Indemnity; Damage Waiver.  (a)  Costs and Expenses.  The Company 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 Credit 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 the L/C Issuer in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder and (iii) all  expenses incurred by the Administrative Agent, any Lender
or the L/C Issuer (including the fees, charges and disbursements of any counsel
for the Administrative Agent, any Lender or the L/C Issuer) in connection with
the enforcement or protection of its rights (A) in connection with this
Credit Agreement and the other Loan Documents, including its rights under this
Section, or (B) in connection with 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 Company.  The Company shall
indemnify the Administrative Agent (and any sub-agent thereof), each Lender and
each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from,
any and all losses, claims, damages,


 


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liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), and shall indemnify and hold
harmless each Indemnitee from all fees and time charges and disbursements for
attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by the Company or any other
Loan Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Credit 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, or, in the
case of the Administrative Agent (and any sub-agent thereof) and its Related
Parties only, the administration of this Credit Agreement and the other Loan
Documents, (ii) any Loan or Letter of Credit or the use or proposed use of
the proceeds therefrom (including any refusal by the L/C Issuer 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 Company or any of
its Subsidiaries, or any Environmental Liability related in any way to the
Company or any of its Subsidiaries, or (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 Company or any other Loan Party or any of the
Company’s or such Loan Party’s directors, shareholders or creditors, and
regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in
part, out of the comparative, contributory or sole negligence of the Indemnitee;
provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related 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) result from a claim
brought by the Company 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 Company 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.


 


(c)           Reimbursement
by Lenders.  To the extent that the
Company for any reason fails to indefeasibly pay any amount required under
subsection (a) or (b) of this Section to be paid by it
to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any
Related Party of any of the foregoing, each Lender severally agrees to pay to
the Administrative Agent (or any such sub-agent), the L/C Issuer or such
Related Party, as the case may be, such Lender’s Applicable Percentage
(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 sub-agent) or the L/C Issuer in its capacity as such, or against
any Related Party of any of the foregoing acting for the Administrative Agent
(or any such sub-agent) or L/C Issuer in connection with such capacity.  The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.11(d).


 


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(d)           Waiver
of Consequential Damages, Etc.  To
the fullest extent permitted by applicable law, the Company shall not assert,
and hereby waives, 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 Credit Agreement, any other Loan Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or
thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnitee referred to in subsection (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 Credit Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby.


 


(e)           Payments.  All amounts due under this Section shall
be payable not later than ten Business Days after demand therefor.


 


(f)      Survival.  The agreements in this Section shall
survive the resignation of the Administrative Agent and the L/C Issuer, the
replacement of any Lender, the termination of the Aggregate Commitments and the
repayment, satisfaction or discharge of all the other Obligations.


 


Section 10.05         Payments
Set Aside.  To the extent that any
payment by or on behalf of the Company is made to the Administrative Agent, the
L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any
Lender exercises its right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, the L/C Issuer or such
Lender in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender and the L/C Issuer severally agrees to
pay to the Administrative Agent upon demand its applicable share (without
duplication) of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time
to time in effect.  The obligations of
the Lenders and the L/C Issuer under clause (b) of the preceding sentence
shall survive the payment in full of the Obligations and the termination of
this Credit Agreement.


 


Section 10.06         Successors
and Assigns.  (a)  Successors
and Assigns Generally.  The
provisions of this Credit 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 Company 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 Eligible Assignee in accordance


 


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with the provisions of Section 10.06(b), (ii) by way
of participation in accordance with the provisions of Section 10.06(d),
(iii) by way of pledge or assignment of a security interest subject to the
restrictions of Section 10.06(f), or (iv) to an SPC in
accordance with the provisions of  Section 10.06(h) (and
any other attempted assignment or transfer by any party hereto shall be null
and void).  Nothing in this Credit
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 subsection (d) of
this Section and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the L/C Issuer and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Credit
Agreement.


 


(b)           Assignments
by Lenders.  Any Lender may at any
time assign to one or more Eligible Assignees all or a portion of its rights
and obligations under this Credit Agreement (including all or a portion of its
Commitment and the Loans (including for purposes of this Section 10.06(b),
participations in L/C Obligations) 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 under any Facility
and the Loans at the time owing to it under such Facility 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
subsection (b)(i)(A) of this Section, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or,
if the 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
$5,000,000, in the case of any
assignment in respect of the Revolving Credit Facility, or $1,000,000, in the
case of any assignment in respect of a Term Facility, unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Company otherwise consents (each such consent not to be
unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met;


 


(ii)     Proportionate Amounts.   Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights


 


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and obligations under
this Credit Agreement with respect to the Loans 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 Facilities on a
non-pro rata basis;


 


(iii)    Required Consents.  No consent shall be required for any
assignment except to the extent required by subsection (b)(i)(B) of this Section and,
in addition:


 


(A) the consent of the Company (such consent not
to be unreasonably withheld or delayed) shall be required unless (1) an
Event of Default has occurred and is continuing at the time of such assignment
or (2) such assignment is to a Lender, an Affiliate of a Lender or an
Approved Fund;


 


(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) any Term Commitment or Revolving Credit
Commitment if such assignment is to a Person that is not a Lender with a
Commitment in respect of the applicable Facility, an Affiliate of such Lender
or an Approved Fund with respect to such Lender or (ii) any Term Loan to a
Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and


 


(C)  the consent of the L/C Issuer (such consent
not to be unreasonably withheld or delayed) shall be required for any
assignment that increases the obligation of the assignee to participate in
exposure under one or more Letters of Credit (whether or not then outstanding).


 


(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 in the amount, if any, required as set
forth in Schedule 10.06; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such
processing and recordation fee in the case of any assignment.  The assignee, if it shall not be a Lender,
shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)     No Assignment to Company.  No such assignment shall be made to the
Company or any of the Company’s Affiliates or Subsidiaries.


 


(vi)    No Assignment to Natural Persons.  No such assignment shall be made to a natural
person.


 


Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this


 


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Credit Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of
a Lender under this Credit 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 Credit Agreement (and,
in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Credit Agreement, such Lender shall
cease to be a party hereto but shall continue to be entitled to the benefits of
Section 3.01, Section 3.04, Section 3.05
and Section 10.04 with respect to facts and circumstances occurring
prior to the effective date of such assignment).  Upon request, the Company (at its expense)
shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of
rights or obligations under this Credit Agreement that does not comply with
this subsection shall be treated for purposes of this Credit Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with Section 10.06(d).


 


(c)           Register.  The Administrative Agent, acting solely for
this purpose as an agent of the Company, shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans and L/C Obligations 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 Company, 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 Credit Agreement,
notwithstanding notice to the contrary. 
The Register shall be available for inspection by the Company and any
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 Company or the Administrative Agent, sell
participations to any Person (other than a natural person or the Company or any
of the Company’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this
Credit Agreement (including all or a portion of its Commitment and/or the Loans
(including such Lender’s participations in L/C Obligations) owing to it); provided
that (i) such Lender’s obligations under this Credit 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
Company, the Administrative Agent, the Lenders and the L/C Issuer shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Credit Agreement.  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 Credit Agreement and to approve any amendment,
modification or waiver of any provision of this Credit Agreement; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, waiver or other
modification described in the first proviso to Section 10.01 that
affects such Participant.  Subject to subsection
(e) of this Section, the Company agrees that each Participant shall be
entitled to the benefits of Section 3.01, Section 3.04
and Section 3.05 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to


 


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Section 10.06(b).  To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 10.07  as though it were a Lender, provided such
Participant agrees to be subject to Section 2.12 as though it were
a Lender.


 


(e)           Limitations
upon Participant Rights.  A
Participant shall not be entitled to receive any greater payment under Section 3.01
or Section 3.04  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 Company’s prior written consent.  A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 3.01
unless the Company is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Company, to comply with Section 3.01(e) as
though it were a Lender.


 


(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 Credit Agreement (including under its Note, if any) to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; 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)           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.


 


(h)           Special Purpose Funding Vehicles.  Notwithstanding anything to the contrary
contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle identified
as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Company (an “SPC”) the option to provide all or any part of any Loan that
such Granting Lender would otherwise be obligated to make pursuant to this
Credit Agreement; provided that (i) nothing herein shall constitute
a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to
exercise such option or otherwise fails to make all or any part of such Loan,
the Granting Lender shall be obligated to make such Loan pursuant to the terms
hereof or, if it fails to do so, to make such payment to the Administrative
Agent as is required under Section 2.11(b)(ii).  Each party hereto hereby agrees that (i) neither
the grant to any SPC nor the exercise by any SPC of such option shall increase
the costs or expenses or otherwise increase or change the obligations of the
Company under this Credit Agreement (including its obligations under Section 3.04),
(ii) no SPC shall be liable for any indemnity or similar payment
obligation under this Credit Agreement for which a Lender would be liable, and (iii) the
Granting Lender shall for all purposes, including the 


 


117

















 


approval of any
amendment, waiver or other modification of any provision of any Loan Document,
remain the lender of record hereunder. 
The making of a Loan by an SPC hereunder shall utilize the Commitment of
the Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender.  In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Credit Agreement) that, prior to the date that is one year
and one day after the payment in full of all outstanding commercial paper or
other senior debt of any SPC, it will not institute against, or join any other
Person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency, or liquidation proceeding under the laws of the United
States or any State thereof. 
Notwithstanding anything to the contrary contained herein, any SPC may (i) with
notice to, but without prior consent of the Company and the Administrative
Agent and with the payment of a processing fee in the amount of $2,500, assign
all or any portion of its right to receive payment with respect to any Loan to
the Granting Lender and (ii) disclose on a confidential basis any
non-public information relating to its funding of Loans to any rating agency,
commercial paper dealer or provider of any surety or Guarantee or credit or
liquidity enhancement to such SPC.


 


(i)      Resignation as L/C Issuer
after Assignment. 
Notwithstanding anything
to the contrary contained herein, if at any time Bank of America assigns all of
its Revolving Credit Commitments and Revolving Credit Loans pursuant to Section 10.06(b),
Bank of America may upon 30 days’ notice
to the Company and the Lenders, resign as L/C Issuer.  In the event of any such resignation as L/C Issuer, the
Company shall be entitled to appoint from among the Lenders a successor L/C
Issuer hereunder; provided, however, that no failure by the
Company to appoint any such successor shall affect the resignation of Bank of
America as L/C Issuer.  If Bank of
America resigns as L/C Issuer, it shall retain all the rights, powers,
privileges and duties of the L/C Issuer hereunder with respect to all Letters
of Credit outstanding as of the effective date of its resignation as L/C Issuer
and all L/C Obligations with respect thereto (including the right to require the
Lenders to make Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c)).  Upon the appointment and acceptance of a
successor L/C Issuer, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
L/C Issuer, and (b) the successor L/C Issuer shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of
such succession or make other arrangements satisfactory to Bank of America to
effectively assume the obligations of Bank of America with respect to such
Letters of Credit.


 


Section 10.07         Right
of Setoff.  If an Event of Default
shall have occurred and be continuing, each Lender, the L/C Issuer 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, the L/C Issuer or any such
Affiliate to or for the credit or the account of the Company or any other Loan Party against any
and all of the obligations of the Company or such Loan Party now or 


 


118

















 


hereafter existing under this Credit Agreement or any other Loan
Document to such Lender or the L/C Issuer, irrespective of whether or not such
Lender or the L/C Issuer shall have made any demand under this Credit Agreement
or any other Loan Document and although such obligations of the Company or such Loan Party may be contingent
or unmatured or are owed to a branch or office of such Lender or the L/C Issuer
different from the branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender,
the L/C Issuer and their respective Affiliates under this Section are in
addition to other rights and remedies (including other rights of setoff) that
such Lender, the L/C Issuer or their respective Affiliates may have.  Each Lender and the L/C Issuer agrees to
notify the Company 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 10.08         Interest
Rate Limitation.  Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender
shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the Company. 
In determining whether the interest contracted for, charged, or received
by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person
may, to the extent permitted by applicable Law, (a) characterize any
payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of
interest throughout the contemplated term of the Obligations hereunder.


 


Section 10.09         Counterparts;
Integration; Effectiveness.   This
Credit 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 Credit Agreement and the other Loan
Documents 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.  Except as provided in Section 5.01,
this Credit Agreement shall become effective when it shall have been executed
by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof that, when taken together, bear the signatures of
each of the other parties hereto. 
Delivery of an executed counterpart of a signature page of this
Credit Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Credit Agreement.


 


Section 10.10         Survival
of Representations and Warranties. 
All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in
connection herewith or therewith shall survive the execution and delivery
hereof and thereof.  Such representations
and warranties have been or will be relied upon by the Administrative Agent and
each Lender, regardless of any investigation made by the Administrative Agent
or any Lender or on their behalf and 


 


119

















 


notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.


 


Section 10.11         Severability.  If any provision of this Credit Agreement or
the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Credit Agreement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to
replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


 


Section 10.12         Replacement
of Lenders.  If any Lender requests
compensation under Section 3.04, or if the Company is required to
pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 3.01, or if any Lender
gives a notice pursuant to Section 3.02, or if any Lender is a Defaulting Lender, then the Company may, at
its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents
required by, Section 10.05), all of its interests, rights and
obligations under this Credit Agreement and the related Loan Documents to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided that:


 


(a)   the Company shall have paid to the
Administrative Agent the assignment fee specified in Section 10.06(b);


 


(b)   such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans and L/C Advances,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder and under the other Loan Documents (including any amounts under Section 3.05)
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Company (in the case of all other amounts);


 


(c)   in the case of any such assignment resulting
from a claim for compensation under Section 3.04 or payments
required to be made pursuant to Section 3.01, such assignment will
result in a reduction in such compensation or payments thereafter; and


 


(d)   such assignment does not conflict with
applicable Laws.


 


A
Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation
cease to apply.


 


120

















 


Section 10.13         Governing
Law; Jurisdiction; Etc.  (a)  GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


 


(b)           SUBMISSION
TO JURISDICTION.  THE COMPANY 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 AND OF THE FEDERAL COURTS
OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN, 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 L/C ISSUER MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST THE COMPANY OR ANY
OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)           WAIVER
OF VENUE.  THE COMPANY 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 10.02. 
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


Section 10.14         Waiver
of Jury Trial.  EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY


 


121

















 


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 10.15         No
Advisory or Fiduciary Responsibility. 
In connection with all aspects of each transaction contemplated hereby, the
Company acknowledges and agrees that: (i) the credit 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
Company and its Affiliates, on
the one hand, and the Administrative Agent and joint Lead Arrangers, on the other hand, and the Company 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,
the Administrative Agent and the
Joint Lead Arrangers each is and
has been acting solely as a principal and is not the financial advisor, agent
or fiduciary, for the Company or any of its
Affiliates, stockholders, creditors or employees or any other Person; (iii) neither
the Administrative Agent nor any Joint
Lead Arranger has assumed or will assume an advisory, agency or
fiduciary responsibility in favor of the Company 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 the Administrative Agent or any Joint Lead Arranger has advised
or is currently advising the Company or any of its Affiliates on other matters) and neither the Administrative
Agent nor any Joint Lead Arranger
has any obligation to the Company or any of its Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other
Loan Documents; (iv) the Administrative Agent and the Joint Lead Arrangers and their respective Affiliates may
be engaged in a broad range of transactions that involve interests that differ
from those of the Company and its
Affiliates, and neither the Administrative Agent nor any Joint Lead Arranger has any obligation to disclose any of
such interests by virtue of any advisory, agency or fiduciary relationship; and
(v) the Administrative Agent and
the Joint Lead Arrangers 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 Company has consulted
its own legal, accounting, regulatory and tax advisors to the extent it has
deemed appropriate.  The Company hereby waives and
releases, to the fullest extent permitted by law, any claims that it may have
against the Administrative 


 


122

















 


Agent and the Joint Lead
Arrangers with respect to any breach or alleged breach of agency or
fiduciary duty.


 


Section 10.16         USA
PATRIOT Act Notice.  Each Lender that
is subject to the Act (as hereinafter defined) and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies the Company 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”), it is
required to obtain, verify and record information that identifies each Loan
Party, which information includes the name and address of each Loan Party and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify each Loan Party in accordance with the Act.


 


Section 10.17         Senior
Indebtedness.  The Obligations and
all Extension Fees shall constitute “Senior Indebtedness” as such term is
defined in all debt instruments to which the Company or any Restricted
Subsidiary is a party and which contains such a definition.


 


Section 10.18         Liability
of General Partners and Other Persons. 
No general partner of any Restricted Subsidiary that is a partnership,
joint venture or joint adventure shall have any personal liability in respect
of such Restricted Subsidiary’s obligation under this Credit Agreement or the
Notes by reason of his, her or its status as such general partner.  In addition, no limited partner, officer,
employee, director, stockholder or other holder of an ownership interest of or
in the Company or any Restricted Subsidiary or any partnership, corporation or
other entity which is a stockholder or other holder of an ownership interest of
or in the Company or any Restricted Subsidiary shall have any personal
liability in respect of such obligations by reason of his, her or its status as
such limited partner, officer, employee, director, stockholder or holder.


 


Section 10.19         Authorization
of Third Parties to Deliver Information and Discuss Affairs.  The Company hereby confirms that it has authorized
and directed each Person whose preparation or delivery to the Administrative
Agent or the Lenders of any opinion, report or other information is a condition
or covenant under this Credit Agreement (including under Article V
and Article VII) to so prepare or deliver such opinions, reports or
other information for the benefit of the Administrative Agent and the
Lenders.  The Company agrees to confirm
such authorizations and directions provided for in this Section 10.19
from time to time as may be requested by the Administrative Agent.


 


Section 10.20         Acknowledgement.  The Company hereby acknowledges that neither
the Administrative Agent nor any Lender has any fiduciary relationship with or
fiduciary duty to the Company arising out of or in connection with this Credit
Agreement or any of the other Loan Documents, and the relationship between the
Administrative Agent and the Lenders, on the one hand, and the Company, on the
other hand, in connection herewith or therewith is solely that of debtor and
creditor.


 


123

















 


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


 


	
   

  	
  CSC HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  John Bier

  
	
   

  	
   

  	
  Title:    Sr. Vice
  President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  1047 E 46TH STREET CORPORATION

   

  151 S. FULTON STREET CORPORATION

   

  2234 FULTON STREET CORPORATION

   

  A-R CABLE SERVICES - NY, INC.

   

  ARSENAL MSUB 2, INC.

   

  CABLEVISION AREA 9 CORPORATION

   

  CABLEVISION DIGITAL DEVELOPMENT, LLC

   

  CABLEVISION FAIRFIELD CORPORATION

   

  CABLEVISION LIGHTPATH - CT, INC.

   

  CABLEVISION LIGHTPATH - NJ, INC.

   

  CABLEVISION LIGHTPATH - NY, INC.

   

  CABLEVISION OF BROOKHAVEN, INC.

   

  CABLEVISION OF BROOKLINE, INC.

   

  CABLEVISION OF CLEVELAND G.P., INC.

   

  CABLEVISION OF CLEVELAND LP, INC.

   

  CABLEVISION OF CONNECTICUT

  CORPORATION

   

  CABLEVISION OF HUDSON COUNTY, INC.

   

  CABLEVISION OF LITCHFIELD, INC.

  



 

















 


	
   

  	
  CABLEVISION OF MONMOUTH, INC.

   

  CABLEVISION OF NEW JERSEY, INC.

   

  CABLEVISION OF OAKLAND, LLC

   

  CABLEVISION OF PATERSON, LLC

   

  CABLEVISION OF ROCKLAND/RAMAPO, LLC

   

  CABLEVISION OF WARWICK, LLC

   

  CABLEVISION OF SOUTHERN

  WESTCHESTER, INC.

   

  CABLEVISION OF THE MIDWEST HOLDING

  CO., INC.

   

  CABLEVISION OF WAPPINGERS FALLS, INC.

   

  CABLEVISION VOIP, LLC

   

  CABLEVISION SYSTEMS BROOKLINE

  CORPORATION

   

  CABLEVISION SYSTEMS DUTCHESS

  CORPORATION

   

  CABLEVISION SYSTEMS EAST HAMPTON

  CORPORATION

   

  CABLEVISION SYSTEMS GREAT NECK

  CORPORATION

   

  CABLEVISION SYSTEMS HUNTINGTON

  CORPORATION

   

  CABLEVISION SYSTEMS ISLIP

  CORPORATION

   

  CABLEVISION SYSTEMS LONG ISLAND

  CORPORATION

   

  CABLEVISION SYSTEMS NEW YORK CITY

  CORPORATION

   

  CABLEVISION SYSTEMS SUFFOLK

  CORPORATION

  



 

















 


	
   

  	
  CABLEVISION SYSTEMS WESTCHESTER

  CORPORATION

   

  COMMUNICATIONS DEVELOPMENT

  CORPORATION

   

  CSC ACQUISITION - MA, INC.

   

  CSC ACQUISITION - NY, INC.

   

  CSC ACQUISITION CORPORATION

   

  CSC GATEWAY CORPORATION

   

  CSC OPTIMUM HOLDINGS, LLC

   

  CSC TKR I, INC.

   

  CSC TKR, INC.

   

  LIGHTPATH VOIP, LLC

   

  PETRA CABLEVISION CORP.

   

  SAMSON CABLEVISION CORP.

   

  SUFFOLK CABLE CORPORATION

   

  SUFFOLK CABLE OF SHELTER ISLAND, INC.

   

  SUFFOLK CABLE OF SMITHTOWN, INC.

   

  TELERAMA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  John Bier

  
	
   

  	
   

  	
  Title:   
  Authorized Signatory of each of the

  above-named entities

  



 
















 


	
   

  	
  CABLEVISION LIGHTPATH, INC., effective after receipt of the
  regulatory approval specified on Schedule 6.03

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Bier

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CSC GATEWAY CORPORATION

  
	
   

  	
  CABLEVISION OF NEW JERSEY, INC.

  
	
   

  	
  each a General Partner of

  
	
   

  	
  CABLEVISION OF NEWARK

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS BROOKLINE

  
	
   

  	
  CORPORATION

  
	
   

  	
  Managing General Partner of

  
	
   

  	
  CABLEVISION OF OSSINING LIMITED

  
	
   

  	
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  CABLEVISION AREA 9 CORPORATION

  
	
   

  	
  Managing General Partner of

  
	
   

  	
  CABLEVISION OF CONNECTICUT, LIMITED

  
	
   

  	
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF CLEVELAND G.P., INC.

  
	
   

  	
  General Partner of CABLEVISION OF 

  
	
   

  	
  CLEVELAND,

  
	
   

  	
  L.P.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION FAIRFIELD CORPORATION

  
	
   

  	
  General Partner of CABLEVISION SYSTEMS OF

  
	
   

  	
  SOUTHERN CONNECTICUT LIMITED 

  
	
   

  	
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  CSC TKR, INC. and CSC TKR I, INC.

  
	
   

  	
  each a General Partner of KRC/CCC

  
	
   

  	
  INVESTMENT PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Bier

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
  of each of the above corporate general

  
	
   

  	
   

  	
   

  	
  partners

  
					



 

















 


	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LENDERS

  



 

















 


EXHIBIT B


 


EXHIBIT A-1

TO 

INCREMENTAL TERM SUPPLEMENT


 


FORM OF INCREMENTAL TERM NOTE


 


                                       


 


FOR VALUE RECEIVED, the
undersigned (the “Company”) hereby promises to pay to
                                          
or registered assigns (the “Lender”), in accordance with the provisions
of the Agreement (as hereinafter defined), the principal amount of each
Incremental Term Loan made by the Lender to the Company under that certain
Credit Agreement, dated as of February 24, 2006, among the Company, the
Restricted Subsidiaries named therein, the Lenders which are parties thereto
and Bank of America N.A., as Administrative Agent, Collateral Agent and L/C
Issuer, and amended by the Incremental Term Supplement, dated as of March     ,
2006 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement;” the terms defined therein
being used herein as therein defined).


 


The Company promises to
pay interest on the unpaid principal amount of each Incremental Term Loan from
the date of such Incremental Term Loan until such principal amount is paid in
full, at such interest rates and at such times as provided in the Agreement.
All payments of principal and interest shall be made to the Administrative
Agent for the account of the Lender in Dollars in immediately available funds
at the Administrative Agent’s Office.  If
any amount is not paid in full when due hereunder, such unpaid amount shall
bear interest, to be paid upon demand, from the due date thereof until the date
of actual payment (and before as well as after judgment) computed at the per
annum rate set forth in the Agreement.


 


This Note is one of the
Notes referred to in the Agreement, is entitled to the benefits thereof and may
be prepaid in whole or in part subject to the terms and conditions provided
therein.  This Note is also entitled to
the benefits of the Guaranty  and is secured by the
Collateral.  Upon the occurrence and
continuation of one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Note shall become, or may
be declared to be, immediately due and payable all as provided in the
Agreement.  Incremental Term Loans made
by the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender may
also attach schedules to this Note and endorse thereon the date, amount and
maturity of its Loans and payments with respect thereto.


 


The Company, for itself,
its successors and assigns, hereby waives diligence, presentment, protest and
demand and notice of protest, demand, dishonor and non-payment of this Note.


 

















 


THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


 


	
   

  	
  CSC HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


LOANS AND PAYMENTS WITH
RESPECT THERETO


 




	
  Date

  	
   

  	
  Amount of

  Loan Made

  	
   

  	
  Amount of

  Principal or

  Interest Paid

  This Date

  	
   

  	
  Outstanding

  Principal

  Balance This

  Date

  	
   

  	
  Notation

  Made By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 

















 


EXHIBIT A-2

TO 

INCREMENTAL TERM SUPPLEMENT


 


FORM OF INCREMENTAL B TERM NOTE


 


                                       


 


FOR VALUE RECEIVED, the
undersigned (the “Company”) hereby promises to pay to
                                          
or registered assigns (the “Lender”), in accordance with the provisions
of the Agreement (as hereinafter defined), the principal amount of each
Incremental B Term Loan made by the Lender to the Company under that certain
Credit Agreement, dated as of February 24, 2006, among the Company, the
Restricted Subsidiaries named therein, the Lenders which are parties thereto
and Bank of America N.A., as Administrative Agent, Collateral Agent and L/C Issuer,
and amended by the Incremental Term Supplement, dated as of March 29, 2006
(as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Agreement;” the terms defined therein being used
herein as therein defined).


 


The Company promises to
pay interest on the unpaid principal amount of each Incremental B Term Loan
from the date of such Incremental B Term Loan until such principal amount is
paid in full, at such interest rates and at such times as provided in the
Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent’s Office.  If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.


 


This Note is one of the
Notes referred to in the Agreement, is entitled to the benefits thereof and may
be prepaid in whole or in part subject to the terms and conditions provided
therein.  This Note is also entitled to
the benefits of the Guaranty  and is secured by the
Collateral.  Upon the occurrence and
continuation of one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Note shall become, or may
be declared to be, immediately due and payable all as provided in the
Agreement.  Incremental B Term Loans made
by the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender may
also attach schedules to this Note and endorse thereon the date, amount and maturity
of its Loans and payments with respect thereto.


 


The Company, for itself,
its successors and assigns, hereby waives diligence, presentment, protest and
demand and notice of protest, demand, dishonor and non-payment of this Note.


 

















 


THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


 


	
   

  	
  CSC HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


EXHIBIT A-3

TO 

INCREMENTAL TERM SUPPLEMENT


 


FORM OF INCREMENTAL B-2 EXTENDED TERM NOTE


 


                                       


 


FOR VALUE RECEIVED, the
undersigned (the “Company”) hereby promises to pay to
                                          
or registered assigns (the “Lender”), in accordance with the provisions
of the Agreement (as hereinafter defined), the principal amount of each
Incremental B-2 Extended Term Loan made by the Lender to the Company under that
certain Credit Agreement, dated as of February 24, 2006, among the
Company, the Restricted Subsidiaries named therein, the Lenders which are
parties thereto and Bank of America N.A., as Administrative Agent, Collateral
Agent and L/C Issuer, and amended by the Incremental Term Supplement, dated as
of March 29, 2006 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement;” the
terms defined therein being used herein as therein defined).


 


The Company promises to
pay interest on the unpaid principal amount of each Incremental B-2 Extended
Term Loan from the date of such Incremental B-2 Extended Term Loan until such
principal amount is paid in full, at such interest rates and at such times as
provided in the Agreement. All payments of principal and interest shall be made
to the Administrative Agent for the account of the Lender in Dollars in
immediately available funds at the Administrative Agent’s Office.  If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.


 


This Note is one of the
Notes referred to in the Agreement, is entitled to the benefits thereof and may
be prepaid in whole or in part subject to the terms and conditions provided
therein.  This Note is also entitled to
the benefits of the Guaranty  and is secured by the
Collateral.  Upon the occurrence and
continuation of one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Note shall become, or may
be declared to be, immediately due and payable all as provided in the
Agreement.  Incremental B-2 Extended Term
Loans made by the Lender shall be evidenced by one or more loan accounts or
records maintained by the Lender in the ordinary course of business. The Lender
may also attach schedules to this Note and endorse thereon the date, amount and
maturity of its Loans and payments with respect thereto.


 


The Company, for itself,
its successors and assigns, hereby waives diligence, presentment, protest and
demand and notice of protest, demand, dishonor and non-payment of this Note.


 

















 


THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


 


	
   

  	
  CSC HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


LOANS AND PAYMENTS WITH
RESPECT THERETO


 




	
  Date

  	
   

  	
  Amount of

  Loan Made

  	
   

  	
  Amount of

  Principal or

  Interest Paid

  This Date

  	
   

  	
  Outstanding

  Principal

  Balance This

  Date

  	
   

  	
  Notation

  Made By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 
















 


EXHIBIT C


 


[Form of
Opinion from Victoria D. Salhus, Esq., Senior Vice President, Deputy
General Counsel and Secretary for the Company and the Restricted Subsidiaries]


 

















 


EXHIBIT D


 


[From of Opinion from  Sullivan & Cromwell LLP, special New York
counsel to the Company and the Restricted Subsidiaries]


 

















 


EXHIBIT E


 


[Form of Opinion
from Pillsbury Winthrop Shaw Pittman LLP, special New York counsel to the
Administrative Agent]