11.10
CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF
PROCESS; WAIVER OF JURY TRIAL
91
11.11
USA Patriot Act Notice
92
11.12
Payments Set Aside
93
11.13
Interest Rate Limitation
93
iii
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE A
-
GUARANTORS SCHEDULE B
-
PLEDGED
SUBSIDIARIES SCHEDULE C
-
PLEDGORS SCHEDULE 1.1(B)
-
COMMITMENTS
OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 6.7
-
POST-CLOSING ACTIONS
SCHEDULE 7.1
-
LIENS SCHEDULE 7.7
-
INDEBTEDNESS SCHEDULE 11.7
-
VOTING PARTICIPANTS EXHIBITS
EXHIBIT A
-
ASSIGNMENT
AND ASSUMPTION EXHIBIT B
-
COMPLIANCE CERTIFICATE EXHIBIT C
-
LOAN REQUEST EXHIBIT D
-
TERM LOAN NOTE EXHIBIT E
-
SOLVENCY
CERTIFICATE EXHIBIT F
-
TAX COMPLIANCE CERTIFICATES EXHIBIT G
-
CONVERSION OR CONTINUATION NOTICE EXHIBIT H
-
FORM OF GUARANTEE
AGREEMENT EXHIBIT I
-
FORM OF PLEDGE AGREEMENT EXHIBIT J
-
FORM
OF JUNIOR INTERCREDITOR AGREEMENT
iv
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement") is dated as of October 12, 2016 and is
made by and among FRONTIER COMMUNICATIONS CORPORATION, a Delaware corporation,
as Borrower (as hereinafter defined), the LENDERS (as hereinafter defined), and
COBANK, ACB, in its capacity as Administrative Agent (as hereinafter defined).
The Borrower has requested that the Lenders provide to the Borrower a term loan
facility in an aggregate principal amount not to exceed $315,000,000, the
proceeds of which are to be used to refinance the Borrower's existing
outstanding Indebtedness under and in connection with the Refinanced Credit
Agreement (as hereinafter defined), and for general corporate purposes,
including working capital. In consideration of their mutual covenants and
agreements hereinafter set forth and intending to be legally bound hereby, the
parties hereto covenant and agree as follows:
ARTICLE I.
CERTAIN DEFINITIONS
1.1 Certain Definitions. In addition to words and terms defined elsewhere in
this Agreement, the following words and terms shall have the following meanings,
respectively, unless the context hereof clearly requires otherwise:
"2014 CoBank Credit Agreement" means the Credit Agreement, dated as of
June 2, 2014, among the Borrower, CoBank ACB, as administrative agent, and the
lenders party thereto, together with any term loan facility of the Borrower that
replaces, renews, refinances or refunds the foregoing.
"2017 JPMC Credit Facility" means that certain First Amended and Restated Credit
Agreement, dated as of February 27, 2017, among the Borrower, the lenders party
thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other
parties thereto, together with any credit facility of the Borrower that
replaces, renews, refinances or refunds the foregoing.
"Adjusted LIBOR Rate" means for the Interest Period for any LIBOR Rate Loan, an
interest rate per annum (rounded upward, if necessary, to the next whole
multiple of 1/100 of 1%) equal to (i) the LIBOR Rate for such Interest Period
multiplied by (ii) the Statutory Reserve Rate for such Interest Period.
"Adjusted Leverage Ratio" means, as of any date of determination, the ratio of
(a) Total Indebtedness as of the last day of the relevant Test Period limited to
that of the Borrower and